DEF 14A of Medtronic plc, Aug 25, 2025

DEF 14A of Medtronic plc

Filed Aug 25, 2025 · FY20250001613103-25-000151

Open on EDGAR

  1. Director Nominees

    Director Nominees You are being asked to vote, by separate resolutions, on the election of the following twelve 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 12.

  2. Director Nominees

    | | | | | | Committee Memberships | | | | | | Other Current Public Boards | | Name | Age (1) | Director Since | Principal Position | Indep. | AFC | CTC | GC | NCGC | OC | QC(2) | | | Craig Arnold (3) | 65 | 2015 | Retired Chairman and Chief Executive Officer Eaton Corporation | Y | | | M | C | | | 1 | | Scott C. Donnelly | 63 | 2013 | Chairman, President and Chief Executive Officer Textron, Inc. | Y | M | | | | M | | 1 | | Lidia L. Fonseca | 56 | 2022 | Executive Vice President, Chief Digital and Technology Officer Pfizer, Inc. | Y | M | | | M | M | | 0 | | John P. Groetelaars | 59 | 2025 (4) | Chairman Zeus Company | Y | | | M | M | | | 0 | | Randall J. Hogan, III | 69 | 2015 | Chairman Kodiak Gas Services, Inc. | Y | M | | | | M | | 1 | | William R. Jellison | 67 | 2025 (4) | Retired Chief Financial Officer Stryker Corporation | Y | | | M | | M | | 2 | | Joon S. Lee, M.D. | 63 | 2025 (5) | Chief Executive Officer Emory Healthcare | Y | | M | | | | M | 0 | | Gregory P. Lewis | 57 | 2023 | Senior Advisor Honeywell International Inc. | Y | C | | M | | | | 0 | | Kevin E. Lofton | 70 | 2020 | Retired Chief Executive Officer CommonSpirit Health | Y | | M | | | | C | 0 | | Geoffrey S. Martha | 55 | 2019 | Chief Executive Officer Medtronic plc | N | | | C | | C | | 1 | | Elizabeth G. Nabel, M.D. | 73 | 2014 | Senior Advisor Opko Health, Inc. ModeX Therapeutics | Y | | C | M | | | | 2 | | Kendall J. Powell | 71 | 2007 | Retired Chairman and Chief Executive Officer General Mills, Inc. | Y | M | M | | | | M | 0 |

  3. Director Nominees

    (1)As of July 1, 2025. (2)Andrea J. Goldsmith, Ph.D., a current member of the Quality Committee, is not standing for reelection at the 2025 Annual General Meeting (AGM) but will continue to serve on the Committee until her current term ends at the close of the 2025 AGM. (3)Lead Independent Director. (4)Effective August 19, 2025. (5)Effective June 18, 2025.

  4. Director Nominees

    | AFC: | Audit and Finance Committee | NCGC: | Nominating and Corporate Governance Committee | C: | Chair | | CTC: | Compensation and Talent Committee | OC: | Operations Committee | M: | Member | | GC: | Growth Committee | QC: | Quality Committee | | |

  5. Directors and Nominees

    Directors and Nominees The Company’s Board of Directors currently has thirteen members, each of whom is serving a term that runs through the 2025 Annual General Meeting, and each of whom has been nominated by the Board of Directors for reelection at the 2025 Annual General Meeting other than Dr. Andrea J. Goldsmith, Ph. D. All nominees for election at the 2025 Annual General Meeting were elected by shareholders at the 2024 Annual General Meeting, except for Dr. Lee, who was appointed to the Board effective June 18, 2025, and Messrs. Groetelaars and Jellison, who were appointed to the Board effective August 19, 2025. 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 Principal Executive Office Suite, Building 2, Parkmore Business Park West, Co. Galway, H91 4K49, Ireland. Any such recommendations should provide whatever supporting material the shareholder considers appropriate, but such materials 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 Company’s Board Diversity Policy, 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. Dr. Lee was identified for appointment to the Board by a third-party search firm assisting the Nominating and Corporate Governance Committee based upon his extensive experience as both a practicing physician and leader of a large healthcare provider system. 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 93 of this proxy statement.

  6. Directors and Nominees

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

  7. Directors and Nominees

    NOMINEES FOR DIRECTOR FOR ONE-YEAR TERMS ENDING IN 2026:

  8. Directors and Nominees

    | | Craig Arnold | | | Retired Chairman and Chief Executive Officer Eaton Corporation | | Age: 65 Director since: 2015; Lead Independent Director since: 2022 Committees: Growth, and Nominating and Corporate Governance (Chair) Experience: Mr. Arnold is the Retired Chairman and Chief Executive Officer of Eaton Corporation, a global intelligent power management company. He served as Eaton’s Chairman and CEO from 2016 until his retirement in May 2025, and he was appointed a member of Eaton’s Board of Directors and named its President and Chief Operating Officer in 2015. Formerly, Mr. Arnold served as Vice Chairman and Chief Operating Officer of the Industrial Sector from 2009 to 2015. He joined Eaton in 2000 as Senior Vice President and Group Executive of the Fluid Power Group. He previously worked at General Electric Company, where he had served as Corporate Vice President and President, GE Lighting Services Ltd., since 1999. There he led the company’s lighting business in Europe, the Middle East, Africa and India. Mr. Arnold started his career with General Electric in 1983 and later served as Corporate Vice President and President of GE Plastics, Greater China, and then of GE Appliances, Asia, from 1997 to 1999. He also is a member of The Business Council and the advisory board of The Salvation Army of Greater Cleveland, and he sits on the boards of Greater Cleveland Partnership and the United Way of Greater Cleveland. Director Qualifications: Mr. Arnold brings over 30 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 CEO of Eaton Corporation gives him critical insights into the operational requirements of a large, multinational company including customers, end markets and talent development. In addition, from his previous experiences serving on various advisory boards and the Audit Committee of another public company, Mr. Arnold has 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: The Procter & Gamble Company (June 2025 - Present) Eaton Corporation (2016 - May 2025) | |

  9. Directors and Nominees

    | | Scott C. Donnelly | | | Chairman, President and Chief Executive Officer Textron, Inc. | | Age: 63 Director since: 2013 Committees: Audit and Finance, and Operations 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 2008 as Executive Vice President and Chief Operating Officer, and was promoted to President and Chief Operating Officer in 2009. Later that year, he became CEO of Textron and joined the Board of Directors, and in 2010, he was appointed Chairman. 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 2005, he held various other management positions, including at GE Healthcare, since joining General Electric in 1989. Director Qualifications: Mr. Donnelly brings more than two decades of business experience in innovation, manufacturing, operations, sales and marketing, portfolio management, talent development, and business processes. His engineering background and knowledge provides him with unique insights into innovation and system integration. Mr. Donnelly also serves on the Board of Directors of another public company giving him valuable experience in leading board and committee discussions. In addition, his extensive executive decision-making experience, corporate governance work and diverse perspectives are valuable contributors to the cohesiveness and function of the Board. Other Public Company Directorships: Textron, Inc. (2009 – Present) | |

  10. Directors and Nominees

    | | Lidia L. Fonseca | | | Executive Vice President, Chief Digital and Technology Officer Pfizer, Inc. | | Age: 56 Director since: 2022 Committees: Audit and Finance, Operations, and Nominating and Corporate Governance Experience: Ms. Fonseca is the Chief Digital and Technology Officer and Executive Vice President of Pfizer, Inc. where she is responsible for enterprise-wide digital, data and technology strategy, products and solutions, Learning and Development and Business Process Excellence functions, as well as the Digital Health and Medicines unit. Prior to her current role, she served as the Senior Vice President and Chief Information Officer (CIO) at Quest Diagnostics from 2014 to 2018. Previously, she served as the Senior Vice President and CIO at LabCorp from 2008 to 2013. Ms. Fonseca has received many awards and accolades, and most recently, was named to the list of Most Powerful Latinas in 2020, 2021 and 2022 by the Association of Latino Professionals for America; received the 2023 National CIO of the Year ORBIE Award; was named on the 2022 Forbes CEO Next List recognizing top 50 executives who are likely to lead America’s top companies and the 2022 Forbes CIO Next List recognizing the top 50 tech leaders who are redefining the CIO role and driving game-changing innovation. Director Qualifications: Ms. Fonseca is a visionary, results driven executive with a passion for disruptive innovation and leading enterprise transformation. She brings extensive experience and a proven track record of developing customer centric products, including harnessing digital, AI and advanced analytics to deliver revenue growth and shareholder value at a number of different companies. She has a proven record of delivering millions in top- and bottom-line recurring value through digital transformation, including identifying means to use artificial intelligence to improve patient health outcomes and streamlining operational processes through automation and robotics. Her expertise in pioneering novel healthcare delivery models and driving consumer-focused products provides valuable scientific, technology, and business perspective to the Board. Other Public Company Directorships: Tegna, Inc. (2014-2023) | |

  11. Directors and Nominees

    | | John P. Groetelaars | | | Chairman Zeus Company | | Age: 59 Director since: 2025 Committees: Growth, and Nominating and Corporate Governance Experience: Mr. Groetelaars is the Chairman of the Board of Zeus Company, a privately-owned producer of advanced polymer components used in life-saving medical procedures, since 2024. Mr. Groetelaars also serves on the Board of Parexel International, a global clinical research organization, since 2023. Previously, Mr. Groetelaars served as interim CEO for Dentsply Sirona during 2022 and was President & CEO at Hill-Rom from May 2018 until the company’s acquisition by Baxter International, Inc. in 2021. At Hill-Rom, he provided global leadership for a healthcare technology company with $3 billion in revenue and 10,000+ employees, and led a transformation of the business vision and strategy, growing the portfolio, and driving record financial performance. Prior to joining Hill-Rom, Mr. Groetelaars served as executive vice president and president of the Interventional Segment at Becton, Dickinson and Company (BD) following its acquisition of C.R. Bard in December 2017. He previously served in a variety of progressive roles at C.R. Bard during his 10-year career there, including as a group president from 2015 to 2017. Mr. Groetelaars has also held various leadership positions at Boston Scientific Corporation and with Guidant Corporation. He holds a bachelor’s degree in Mechanical Engineering from Kettering University and an MBA from Columbia University. Director Qualifications: Mr. Groetelaars brings more than 30 years of global leadership experience across a broad range of medical device sectors. His prior experience serving as a venture partner and CEO, provides him with management experience and invaluable insights into business functions, including investments, research and development, and mergers and acquisitions, making him a valued member of Medtronic’s Operations Committee and Growth and Strategy Committee. His prior service on the Board of Directors of Dentsply Sirona and Hill-Rom further augment his range of knowledge, providing experience he can draw from while serving as a member of Medtronic’s Board. Other Public Company Directorships: None | |

  12. Directors and Nominees

    | | Randall J. Hogan, III | | | Chairman Kodiak Gas Services, Inc. | | Age: 69 Director since: 2015 Committees: Audit and Finance, and Operations Experience: Mr. Hogan is the current Chairman and serves on the Board of Directors of Kodiak Gas Services, Inc., a company that provides natural gas contract compression services. From 2001 to 2018, he served as Chief Executive Officer of Pentair plc, an industrial manufacturing company, and was appointed Chairman in 2002. Previously, he held various leadership roles at Pentair including President and Chief Operating Officer, and Executive Vice President and President of Pentair’s Electrical and Electronic Enclosures Group. Prior to joining Pentair, he held leadership roles with United Technologies Corporation as President of the Carrier Transicold Division; Pratt & Whitney Industrial Turbines as Vice President and General Manager; and a variety of executive positions with General Electric Company and McKinsey & Company, overseeing functions such as marketing, product management, and business development. Mr. Hogan is a former Chairman and director of nVent Electric plc, past Chair of the board of the Federal Reserve Bank of Minneapolis, and a former director of Covidien plc and Pentair plc. In 2013, he was recognized for his business contributions by being named to the Minnesota Business Hall of Fame by Twin Cities Business Magazine, and Entrepreneur of the Year Lifetime Achievement Award by Ernst & Young. Director Qualifications: Mr. Hogan offers a wealth of management experience and business acumen, having served as Chairman of nVent Electric plc and in the roles of Chairman, Chief Executive Officer, President and Chief Operating Officer of Pentair. 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. His current service on the Board of Directors and the Personnel and Compensation Committee of Kodiak Gas Services, his previous service on the Board of the Federal Reserve Bank of Minneapolis, and his service as former Chair of the Audit Committee of Covidien plc further augment his range of knowledge, providing experience on which he can draw while serving as a member of Medtronic’s Board and Audit Committee. Other Public Company Directorships: Kodiak Gas Services, Inc. (2023 – Present) nVent Electric plc (2018 – 2024) | |

  13. Directors and Nominees

    | | William R. Jellison | | | Retired Chief Financial Officer Stryker Corporation | | Age: 67 Director since: 2025 Committees: Growth, and Operations Experience: Mr. Jellison is a corporate finance expert and retired MedTech executive. Prior to retirement, from 2013 to 2016, he was the Vice President, Chief Financial Officer (CFO) of Stryker Corporation. Prior to joining Stryker, Mr. Jellison spent 15 years at Dentsply International in several leadership positions, including CFO. Mr. Jellison began his career with the Donnelly Corporation, holding multiple financial management and executive roles, including Vice President of Finance, Treasurer, and Corporate Controller. Mr. Jellison is a director on the Board of Anika Therapeutics, Inc., Avient Corporation, Solenis, and Young Innovations, Inc. He also previously served as a director for the Masimo Corporation, where he was the chairman of the audit committee. Mr. Jellison was also a Senior Advisor for Astor Place Holdings, the Private Equity arm of Select Equities, and has consulted with other companies in the MedTech industry. Director Qualifications: Mr. Jellison brings more than 40 years of business, financial, and executive management experience to the Board. His experience as a chief financial officer at another global Fortune 500 company allows him to contribute valuable executive leadership, strategic portfolio management, and financial operations insight to Medtronic. His prior and current service on the Board of Directors of other public companies, including his previous service as Chair of the Audit Committee of both Avient Corporation and Masimo Corporation further shows his range of expertise and knowledge he can bring to Medtronic’s Board. Other Public Company Directorships: Anika Therapeutics, Inc. (2024 - Present) Aviant Corporation (2015 - Present) Masimo Corporation (2024 - August 2025) | |

  14. Directors and Nominees

    | | Joon S. Lee, M.D. | | | Chief Executive Officer Emory Healthcare | | Age: 63 Director since: 2025 Committees: Compensation and Talent, and Quality Experience: Joon S. Lee, MD, is the Chief Executive Officer of Emory Healthcare, a leading academic health system, comprising 121 hospitals, nearly 250 provider locations and over 26,000 staff and physicians. Dr. Lee is committed to leveraging technology and data to enhance patient and provider experiences while ensuring equitable care for all community members. Before joining Emory in July 2023, Dr. Lee had a distinguished 27-year career at the University of Pittsburgh Medical Center (UPMC), where he excelled as an interventional cardiologist, clinical researcher, academic leader, and physician executive. Dr. Lee's expertise in the healthcare industry is rooted in his pioneering work in cardiology, particularly in stem cell therapy for heart disease and advanced catheter-based treatments like Transcatheter Aortic Valve Replacement. His roles at UPMC culminated in his position as Executive Vice President and President of UPMC Physician Services, underscoring his expansive leadership capabilities. Dr. Lee received a BA degree from Dartmouth College and MD degree from Duke University School of Medicine. He completed his clinical and research training at Massachusetts General Hospital including internal medicine, chief resident, cardiology and interventional cardiology. Director Qualifications: Dr. Lee’s distinguished career as a practicing cardiologist and senior executive of large healthcare systems provide important perspectives to the Board. His roles leading complex healthcare systems and serving patients is directly aligned with Medtronic’s Mission to develop and commercialize effective and efficient therapies for the benefit of patients and the broader healthcare system. Dr. Lee’s deep understanding and familiarity with medical technology and the benefits it brings to health systems and patients allow Dr. Lee to provide important insights, including into Medtronic’s strategic priorities and product innovation initiatives, that make him a valuable member of the Board. Other Public Company Directorships: None | |

  15. Directors and Nominees

    | | Gregory P. Lewis | | | Senior Advisor Honeywell International Inc. | | Age: 57 Director since: 2023 Committees: Audit and Finance (Chair), and Growth Experience: Mr. Lewis is Senior Advisor of Honeywell International Inc., a position he assumed in February 2025. He previously served as Honeywell’s Senior Vice President and Chief Financial Officer since 2018. Mr. Lewis joined Honeywell in 2006 as Chief Financial Officer of the Performance Products business unit within the Specialty Materials business group. Prior to his current role, he 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. While leading Enterprise Information Management and then as CFO, Mr. Lewis has played a pivotal role in Honeywell’s “great integration” as the company executed a substantial transformation to simplify and enhance its IT infrastructure, decision-making and drive greater operational excellence. Among these endeavors, he has led Honeywell in its digital transformation, driving a robust roadmap, establishing a data operating model and building a culture with data at the forefront for decision making. Prior to joining Honeywell, Mr. Lewis held various financial leadership positions across multiple industries, including roles at companies such as Kraft Foods, Tyco International and the Stanley Works. He also currently serves on the Board of Directors of the non-profit, Roof Above. Director Qualifications: Mr. Lewis brings more than 15 years of business, operational, financial management, and executive management experience to the Board. His 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. His 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 | |

  16. Directors and Nominees

    | | Kevin E. Lofton | | | Retired Chief Executive Officer CommonSpirit Health | | Age: 70 Director since: 2020 Committees: Compensation and Talent, and Quality (Chair) Experience: Mr. Lofton was 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. He previously served as the Chief Executive Officer of Catholic Health Initiatives (CHI) from 2003 to 2019 and held various executive management roles with CHI beginning in 1998. Prior to joining CHI, he served as the Executive Director and Chief Executive Officer of both UAB Hospital from 1993 to 1998 and Howard University Hospital from 1990 to 1993, and he was the Executive Vice President and Chief Operation Officer of University Medical Center – Florida from 1986 to 1990. In addition, Mr. Lofton is a Life Fellow of the American College of Healthcare Executives, a Board member of Howard University, and Chair of the Board of the Georgia State University Foundation. He served as the 2007 Chairman of the Board of the American Hospital Association (AHA), the largest health system trade association in the United States, and was the Founding Chair of the AHA’s Equity of Care Initiative and its Institute for Diversity and Health Equity. In 2022, he received the AHA’s highest honor, the Distinguished Service Award, and was inducted into the National Association of Health Services Executives Hall of Fame. Director Qualifications: Mr. Lofton’s qualifications to serve on the Board include his nationally recognized status in healthcare administration and 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. His 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. (2009 - 2024) | |

  17. Directors and Nominees

    | | Geoffrey S. Martha | | | Chairman and Chief Executive Officer Medtronic plc | | Age: 55 Director since: 2019 Committees: Growth (Chair), and Operations (Chair) Experience: Mr. Martha is Chairman and Chief Executive Officer of Medtronic. He assumed the role of CEO in 2020 and became Chairman later that year. He served as President of Medtronic from 2019 to 2020 and joined the Board of Directors in 2019. Previously, Mr. Martha served as Executive Vice President and President, Restorative Therapies Group since 2015. He was Senior Vice President of Strategy and Business Development of both Medtronic plc (since 2015) and Medtronic, Inc. (since 2011). Prior thereto, he was Managing Director of Business Development at GE Healthcare from 2007 to 2011; General Manager for GE Capital Technology Finance Services from 2003 to 2007; Senior Vice President, Business Development for GE Capital Vendor Financial Services from 2002 to 2003; General Manager for GE Capital Colonial Pacific Leasing from 2001 to 2002; and Vice President, Business Development for Potomac Federal, the GE Capital federal financing investment bank, from 1998 to 2001. Mr. Martha is an active member of the global business community, sitting on the Business Roundtable and the World Economic Forum’s International Business Council, as well as serving on the Board of Directors for the U.S.-China Business Council and as Treasurer for AdvaMed. He is also a member of the Board of Trustees for the Asia Society, and President of the Executive Committee of the Board of Directors for the Minnesota Business Partnership. Director Qualifications: Mr. Martha’s qualifications to serve on the Board include more than 25 years in business management, with over 18 years in the health care industry and deep knowledge of Medtronic. His 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: NextEra Energy, Inc. (2024 - Present) | |

  18. Directors and Nominees

    | | Elizabeth G. Nabel, M.D. | | | Senior Advisor OPKO Health and ModeX Therapeutics | | Age: 73 Director since: 2014 Committees: Compensation and Talent (Chair), and Growth Experience: Dr. Nabel is a Senior Advisor for ModeX Therapeutics and its parent company, OPKO Health, which focus on immunotherapies for cancer and infectious disease, a position she began in 2021. From 2010 to 2021, she 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. She was also a Professor of Medicine at Harvard Medical School from 2010 to 2021. Previously, Dr. Nabel held a variety of roles, including Director of the National Heart, Lung and Blood Institute at the National Institutes of Health from 1999 to 2009. She is an elected member of the National Academy of Medicine of the National Academy of Sciences. In addition, she served on the Board of Directors of Moderna, Inc. from 2015 to 2020, and re-joined the Moderna Board in 2021. She also serves on the Board of Directors of Lyell Immunopharma, Inc. and as Board Chair of 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. She 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 the Board. Other Public Company Directorships: Moderna, Inc. (2015 – Present) Lyell Immunopharma, Inc. (2021 – Present) Accolade, Inc. (2021 – April 2025) | |

  19. Directors and Nominees

    | | Kendall J. Powell | | | Retired Chairman and Chief Executive Officer General Mills, Inc. | | Age: 70 Director since: 2007 Committees: Compensation and Talent, 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 through 2017 and was Chief Executive Officer of General Mills, Inc. from 2007 to 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. He joined General Mills, Inc. in 1979. Mr. Powell is also a past Chair of the University of Minnesota Board of Regents and is past chair of the board of the Minneapolis federal reserve bank. 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. While Chairman and CEO of General Mills, he led the company during a time of rapid change, gaining insights that benefit Medtronic as the pace of commercial and technological change impacting companies with global operations continues to accelerate. His extensive marketing, direct-to-consumer expertise, executive decision-making and corporate governance experience bring value to the Board. Other Public Company Directorships: General Mills (2008-2017) | |

  20. Directors and Nominees

    Corporate Governance

  21. Compensation Risk Assessment

    Compensation Risk Assessment The Company conducted a risk assessment of its compensation policies and practices during fiscal year 2025 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 and Talent 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.

  22. AS OF APRIL 25, 2025(1)(2)(3)(4)(5)(6)

    AS OF APRIL 25, 2025(1)(2)(3)(4)(5)(6)

  23. AS OF APRIL 25, 2025(1)(2)(3)(4)(5)(6)

    | | Board | Audit | Compensation and Talent | Finance and Financial Risk | Nominating and Corporate Governance | Quality | Science and Technology | | Craig Arnold | ü | | | | | | ü | | Scott C. Donnelly | ü | ü | | | ü | | ü | | Lidia L. Fonseca | ü | | | | ü | | ü | | Andrea J. Goldsmith, Ph. D. (7) | ü | | | | | ü | | | Randall J. Hogan, III | ü | ü | | | | | | | Gregory P. Lewis | ü | | | ü | | | | | Kevin E. Lofton | ü | | ü | | | | | | Geoffrey S. Martha | | | | | | | | | Elizabeth G. Nabel, M.D. | ü | | | | | ü | | | Kendall J. Powell | ü | | ü | ü | | ü | | | Number of fiscal year 2025 meetings | 6(8) | 10 | 5 | 5 | 4 | 5 | 4 | | ü Member | | | | | | | | | Chair | | | | | | | |

  24. AS OF APRIL 25, 2025(1)(2)(3)(4)(5)(6)

    (1)Effective August 19, 2025, the Board created two new standing committees, the Growth Committee and the Operations Committee. (2)Effective August 22, 2025, the Board dissolved the Science and Technology Committee, and consolidated the Audit Committee and the Finance and Financial Risk Committee into one committee, the Audit and Finance Committee. (3)Dr. Lee joined the Board effective June 18, 2025, and is a member of the Compensation and Talent Committee and the Quality Committee. He was also a member of the Science and Technology Committee prior to its dissolution. (4)Ms. Fonseca was appointed a member of the Audit Committee on May 1, 2025. (5)Mr. Groetelaars joined the Board effective August 19, 2025, and is a member of the Growth Committee and the Nominating and Corporate Governance Committee. (6)Mr. Jellison joined the Board effective August 19, 2025, and is a member of the Growth Committee and Operations Committee. (7)Andrea J. Goldsmith, Ph.D., a current member of the Quality Committee, is not standing for reelection as director and will retire from the Board, effective as of the 2025 Annual General Meeting (AGM). Dr. Goldsmith will continue to serve on the Committee until her term ends at the close of the AGM. (8)The Board held five regular meetings and one special meeting in fiscal year 2025. The principal functions of the six standing committees — the Audit and Finance Committee, the Compensation and Talent Committee, the Nominating and Corporate Governance Committee, the Quality Committee, the Growth Committee and the Operations Committee — are described below. Effective August 22, 2025, the Board dissolved the Science and Technology Committee, and consolidated the Audit Committee and the Finance and Financial Risk Committee into one committee, the Audit and Finance Committee.

  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 2025, 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 2025 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 2025 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 | | Craig Arnold | $235,000 | $175,055 | $410,055 | | Scott C. Donnelly | $190,000 | $175,055 | $365,055 | | Lidia L. Fonseca | $175,000 | $175,055 | $350,055 | | Andrea J. Goldsmith, Ph.D. (1) | $195,000 | $175,055 | $370,055 | | Randall J. Hogan, III | $210,000 | $175,055 | $385,055 | | Gregory P. Lewis | $195,220 | $175,055 | $370,275 | | Kevin E. Lofton | $195,000 | $175,055 | $370,055 | | Elizabeth G. Nabel, M.D. | $195,000 | $175,055 | $370,055 | | Denise M. O’Leary (2) | $95,604 | $83,684 | $179,288 | | Kendall J. Powell | $175,000 | $175,055 | $350,055 |

  29. Director Compensation

    (1)Dr. Goldsmith is not standing for reelection as director and will retire from the Board, effective as of the 2025 Annual General Meeting. (2)Ms. O’Leary was not nominated for reelection at the 2024 Annual General Meeting, and therefore her fiscal year 2025 fees paid in cash and restricted stock unit award were pro-rated to cover the actual number of days she served as a director during fiscal year 2025 prior to her departure.

  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. | 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. | | 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. | Focus on Quality To optimize the influences of Quality, it is the component of our team scorecard that directly impacts payouts of our annual incentive plan. The quality goals can only reduce a payout. Quality aligns to the Medtronic Mission “To strive without reserve for the greatest possible reliability and quality in our products.” |

  32. Short- and Long-Term Incentive Payouts

    Short- and Long-Term Incentive Payouts

  33. Short- and Long-Term Incentive Payouts

    | MIP 93% | These results are linked directly to short- and long-term incentives resulting in a 93% payout of the overall Medtronic annual incentive funding pool, and a 73.34% payout to our Performance Share Units. NEO actual total direct compensation was approximately 80% of the target opportunity. | | PSU 73.34% | |

  34. Short- and Long-Term Incentive Payouts

    •The values shown for target equity compensation (PSU, RSU, Stock Options) reflects the aggregate grant date fair value of each NEO’s equity awards granted in fiscal year 2025, 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 2025 Annual Medtronic Incentive Plan Payout Results section. •Actual compensation reflects 93% FY25 MIP payout based upon financial, team and individual performance and the market value of stock options, time-based RSUs and target performance share units based on the year end (April 25, 2025) stock price of $84.16. As the graphic above illustrates, our pay for performance alignment meets our compensation philosophy. Specifically, the FY25 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. 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 above water ($80.00 grant price compared to $84.16 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 33rd percentile of the Comparison Group, and three-year performance is positioned at the 34, 48 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 25, 2025. 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

  35. Short- and Long-Term Incentive Payouts

    | | At our 2024 annual general meeting, shareholders again showed strong support for our executive compensation programs with 92.93% of the votes cast approving our executive compensation. |

  36. Short- and Long-Term Incentive Payouts

    The Compensation and Talent Committee reviewed shareholder and other stakeholder feedback, along with the results of the shareholder “say-on-pay” vote in making compensation decisions during fiscal year 2025. Efforts to gather stakeholder feedback included periodic outreach to our largest shareholders. Based on this feedback and the 92.93% say-on-pay approval by shareholders in 2024, the Compensation and Talent Committee concluded that shareholders generally support Medtronic’s compensation philosophy. The Compensation and Talent Committee will continue to gather and consider shareholder feedback in future compensation decisions.

  37. Independent Compensation Consultant

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

  38. 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 | 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 |

  39. Chief Executive Officer

    USE OF MARKET COMPETITIVE COMPENSATION DATA The Compensation and Talent Committee considers relevant market pay practices when establishing executive compensation program and pay levels, including base salary and annual and long-term incentives. To facilitate our ability to benchmark competitive compensation levels and practices, the Compensation and Talent Committee established a Compensation Comparison Group. The Compensation and Talent Committee selected the companies that constitute the Compensation Comparison Group after discussion with its Independent Consultant. The Compensation Comparison Group is selected using Compensation and Talent Committee approved criteria designed to identify companies with whom we are most likely to compete for talent. 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 and Talent Committee uses data from the Compensation Comparison Group to establish a competitive market range within which pay is positioned to reflect experience and performance. 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 and Talent Committee also reviews information about performance, potential, expertise, and experience for each NEO. The following table summarizes the selection criteria used by the Compensation and Talent Committee to select the Compensation Comparison Group.

  40. Fiscal Year 2026 Compensation Comparator Group Changes

    Fiscal Year 2026 Compensation Comparator Group Changes In fiscal year 2025, the Committee, in consultation with the Independent Consultant approved modifications to the Compensation Comparison Group for fiscal year 2026. These changes ensure the Compensation Comparison Group remains reasonable and appropriate for go-forward benchmarking of market practices. Biogen and UnitedHealth Group were removed from the Compensation Comparison Group to better align the financial profile of the Compensation Comparator Group as a whole.

  41. Fiscal Year 2025 Compensation Program Design

    | | Component | Basic Design | Purpose | | Fixed | Base Salary | •Fixed and recurring element of compensation ◦Calibrated with the Compensation 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, and free cash flow ◦Nonfinancial measure is Quality | •Encourage sustained performance improvements in key financial areas that drive total shareholder return and the key nonfinancial area that drives 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 |

  42. Fiscal Year 2025 Compensation Decisions

    | Name | FY24 MIP Target | FY25 MIP Target | % Increase/ (Decrease) | | Geoffrey S. Martha | 150% | 150% | —% | | Thierry Piéton (1) | N/A | 110% | —% | | Sean M. Salmon | 100% | 100% | —% | | Brett A. Wall | 100% | 100% | —% | | Gregory L. Smith | 100% | 100% | —% |

  43. Fiscal Year 2025 Annual Medtronic Incentive Plan Payout Results

    Fiscal Year 2025 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. In fiscal year 2025, the Committee, in consultation with management and the Independent Consultant kept the construct of the plan substantially similar, as the prior year. However, beginning in fiscal year 2025 quality was a standalone modifier on the Team scorecard for senior executives including NEOs to optimize the influences of quality.

  44. Fiscal Year 2025 MIP Design

    Fiscal Year 2025 MIP Design

  45. Medtronic Performance

    | Measure | Rationale | Weight | Performance Minimum | Performance Target | Performance Maximum | Actual Result | Weighted Payout | | Revenue Growth Over Prior Year (Organic) | Top line growth continues to be a key driver of shareholder value. | 33% | (5.5)% | 4.9% | 10.2% | 4.9% | 33% | | Diluted EPS Growth (Non-GAAP) | Earnings both from operating efficiency and financial management is a key driver of returns to shareholders. | 33% | $4.73 | $5.57 | $6.13 | $5.53 | 32% | | Free Cash Flow (Non-GAAP) ($ in millions) | Free cash flow is a key driver of shareholder returns and captures items not included in non-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. | 33% | $4,025 | $5,750 | $6,900 | $5,185 | 28% | | Total Payout as a % of Target | | | | | | | 93% |

  46. Team Performance Scorecard

    | Quality | FY25 Target | Category Weight | Result | Payout | | Findings/Inspections (FDA 483) | <= 1.0 | 30.0% | 0.45 | 30.0% | | Findings/Inspections (MDSAP) | <= 0.02 | | 0.00 | | | On-Time FCA Execution | >= 90% | 30.0% | 93.0% | 30.0% | | Complaint (Open) Timeliness | >= 87% | 30.0% | 91.0% | 30.0% | | CAPA Action Phase Timeliness | >= 85% | 10.0% | 99.0% | 10.0% | | Total Quality Actual Performance | | | | 100.0% | | Total Quality Component Adjusted (Warning Letter) (1) | | | | N/A | | Team Scorecard Result | | | | 100.0% |

  47. Total FY25 Annual MIP Payout Results

    Total FY25 Annual MIP Payout Results Based on the financial, team, and individual performance results, the total MIP payouts by NEO are as follows:

  48. Total FY25 Annual MIP Payout Results

    | Name | Medtronic PerformanceX | Team Performance ScorecardX | Individual Performance Scorecard | FY25 Total Performance | FY25 MIP Target | FY25 MIP Award | | Geoffrey S. Martha | 93.0% | 100.0% | 100.0% | 93.0% | 150.0% | $1,883,250 | | Thierry Piéton (1) | 93.0% | 100.0% | 100.0% | 93.0% | 110.0% | $141,975 | | Sean M. Salmon | 93.0% | 100.0% | 100.0% | 93.0% | 100.0% | $823,050 | | Brett A. Wall | 93.0% | 100.0% | 100.0% | 93.0% | 100.0% | $720,750 | | Gregory L. Smith | 93.0% | 100.0% | 100.0% | 93.0% | 100.0% | $832,350 |

  49. Total FY25 Annual MIP Payout Results

    (1)Mr. Piéton’s MIP payment is prorated to reflect his time employed during the FY25 MIP period. As Ms. Parkhill and Mr. Corona’s employment with the Company ended prior to the end of the year and they did not meet the criteria to be considered retirement-eligible, Ms. Parkhill and Mr. Corona were not eligible to receive a FY25 MIP payout. FISCAL YEAR 2025 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 and Talent 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 FY25 target long-term incentive value for each NEO as compared to FY24:

  50. Total FY25 Annual MIP Payout Results

    | Name | FY24 LTIP Target (000s) | FY25 LTIP Target (000s) | % Increase (1) | | Geoffrey S. Martha | $15,000 | $16,000 | 6.7% | | Thierry Piéton (2) | N/A | $2,000 | N/A | | Sean M. Salmon (3) | $4,250 | $4,250 | —% | | Brett A. Wall (3) | $4,250 | $4,250 | —% | | Gregory L. Smith (3) | $4,000 | $4,250 | 6.3% |

  51. Total FY25 Annual MIP Payout Results

    (1)Medtronic increased individual target awards for the CEO and Mr. Smith 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 well as internal equity amongst peers. (2)Medtronic compensated Mr. Piéton for the loss of certain compensation from a previous employer by providing a New Hire RSU award with a grant date value of $2.5 million. (3)Messrs Salmon, Wall and Smith received a one-time uplift to their FY25 annual long term incentive awards in the amount of $1.5M to address overall competitiveness. The annual amount plus the one-time uplift are valued in the summary compensation table below, and are not included above. The one-time amount was granted with the same standard vehicle mix, plan terms and conditions of the annual long term incentive awards. 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).

  52. 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 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. PSU goals are set at the beginning of the 3-year performance period. The specifics of the PSU plan are below:

  53. Performance Share Units

    | Measure | Payout Range | | Weight | | | 3-Yr Average Revenue Growth (1) | 0%-200% | X | 50% | Target Award | | Relative Total Shareholder Return (2) | 0%-200% | X | 50%X | | | Return on Invested Capital (ROIC) Modifier (3) | 30% Reduction | — | Modifier | |

  54. Performance Share Units

    (1)Organic Revenue Growth is the 3-year simple average, measured at constant currency, which excludes the impact of significant acquisitions, divestitures, and other significant discrete items. (2)Total Shareholder Return (TSR) is the ending share price of a share of common stock, plus the value of reinvested dividends, divided by the beginning share price, with both beginning and ending share prices measured over a 30-day average. Relative TSR is measured against the S&P 500 Healthcare Equipment Index. (3)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. 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. Time-Based Restricted Stock Units (RSUs)

    Time-Based 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.

  57. Fiscal Year 2023 — 2025 PSU Payout Results

    Fiscal Year 2023 — 2025 PSU Payout Results At the end of the fiscal year, the Compensation and Talent Committee certified the results for the PSU performance period that began in FY23 and was completed at the end of FY25. The results were assessed relative to the following pay and performance ranges:

  58. Fiscal Year 2023 — 2025 PSU Payout Results

    | Metric | Weight | Performance Range | | | | | | | | | | | | Revenue Growth | 50.00% | 0.00% | 1.00% | 2.00% | 3.00% | 4.00% | 5.00% | 6.00% | 7.00% | 8.00% | 9.00% | 10.00% | | Relative TSR | 50.00% | 25P | 30P | 35P | 40P | 45P | 50P | 55P | 60P | 65P | 70P | 75P+ | | Payout (as a % of Target) | | 50% | 60% | 70% | 80% | 90% | 100% | 120% | 140% | 160% | 180% | 200% |

  59. Fiscal Year 2023 — 2025 PSU Payout Results

    Payments of awards for this PSU performance period were made during the second fiscal quarter of FY25. The following table shows the results for FY23–FY25 PSUs and the resulting total payout percentage:

  60. Fiscal Year 2023 — 2025 PSU Payout Results

    | Element | Revenue Growth | Relative TSR | | Actual Result | 4.07% | 28P | | PSU Target | 5.00% | 50P | | Payout Level | 90.67% | 56.00% | | Objective Weight | 50.00% | 50.00% | | Weighted Payout Percent | 45.34% | 28.00% | | PAYOUT PERCENT | | 73.34% | | ROIC Modifier | | No Modification | | TOTAL PAYOUT PERCENT | | 73.34% |

  61. Fiscal Year 2023 — 2025 PSU Payout Results

    PERFORMANCE SHARE UNIT PAYMENTS

  62. Fiscal Year 2023 — 2025 PSU Payout Results

    | Name | FY23-FY25 Actual Performance | FY23-FY25 Target Shares | FY23-FY25 Shares Paid | | Geoffrey S. Martha | 73.34% | 71,176 | 52,201 | | Thierry Piéton | N/A | N/A | N/A | | Sean M. Salmon | 73.34% | 21,487 | 15,759 | | Brett A. Wall | 73.34% | 18,802 | 13,790 | | Gregory L. Smith | 73.34% | 13,967 | 10,244 |

  63. 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 and Talent 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 August 14, 2025, 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 (along with others) from purchasing Medtronic securities on margin, borrowing against Medtronic securities held in a margin account or hedging 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 and Talent Committee may allow an award holder to assign or transfer an award. INCENTIVE COMPENSATION FORFEITURE (“CLAWBACK”) The Company has an 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. 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 and Talent Committee. EQUITY AWARD GRANTING PRACTICES The Compensation and Talent Committee typically approves annual long-term incentive awards for NEOs each June at a regular meeting of the Compensation and Talent 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 and Talent 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. •Prior to approving any equity awards, including stock options, our Compensation and Talent Committee may consider the possible impact of any material nonpublic information on the value of such equity awards; our Compensation and Talent Committee does not grant equity awards in anticipation of the release of material nonpublic information, and the Company does not time the release of material nonpublic information based on equity award grant dates. During fiscal year 2025, none of our NEOs were awarded stock options with an effective grant date during the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information (other than a current report on Form 8-K disclosing a material new option award grant under Item 5.02(e) of that form), and ending one business day after the filing or furnishing of such report. TAX AND ACCOUNTING IMPLICATIONS The Company does not provide tax gross-ups for our executives except for certain benefit programs, such as relocation, that are part of company-wide policies available to all employees.

  64. Executive Compensation Governance Practices and Policies

    In evaluating compensation programs applicable to our NEOs (including the Company’s annual and long-term incentive plans), the Compensation and Talent 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. The Compensation and Talent Committee will continue to maintain maximum flexibility in the design of our compensation programs. While the Compensation and Talent 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 and Talent Committee’s control, may also affect the deductibility of compensation. The Compensation and Talent 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 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 19 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 August 14, 2025, 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 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, and cash flow. 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 and Talent 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 and Talent 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 clawback policies. The review completed in March of fiscal year 2025 found that no compensation programs, policies, or practices were likely to have a material adverse impact on Medtronic.

  65. 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 and Talent 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. 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 and Talent 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. 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 Personal Investment Account (“PIA”) feature under the 401(k) plan. Mr. Martha participates 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. Messrs. Smith and Wall participate in the MCC. Additional details regarding the MRP for CPB, PIA, and 401(k) plan are provided starting 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 other highly compensated employees with a market-competitive nonqualified deferred compensation plan through the Capital Accumulation Plan (“CAP”). 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 Medtronic does not provide any perquisites such as automobiles or financial and tax advisors. Instead, we provide NEOs with a market-competitive business allowance. The NEOs may spend their business allowance at their discretion for expenses such as financial and tax planning or automobiles. The business allowance is paid as taxable income, and we do not track how executives use their respective business allowances. The annual business allowances provided to our U.S.-based NEOs in fiscal year 2025 ranged from $24,000 to $40,000. Additionally, it is occasionally appropriate for NEOs to be accompanied during business travel by their spouses. The expenses associated with such travel are considered taxable income. The business allowances and travel expenses are included in the “All Other Compensation” column of the Summary Compensation Table. CORPORATE AVIATION AND SECURITY SERVICES

  66. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table summarizes all compensation for each of the last three fiscal years awarded to, earned by, or paid to individuals serving as the Company’s Chief Executive Officer, Chief Financial Officer, and three other most highly compensated executive officers during fiscal year 2025 (collectively, the named executive officers or “NEOs”). Please refer to the section entitled “Compensation Discussion and Analysis” beginning on page 32 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.

  67. 2025 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards (7) ($) | Option Awards (8) ($) | Non-Equity Incentive Plan Compensation (9) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Geoffrey S. Martha | 2025 | $1,350,000 | $12,625,000 | $4,800,365 | $1,883,250 | $— | $581,443 | $21,240,058 | | Chairman and Chief Executive Officer | 2024 | $1,350,000 | $12,023,903 | $4,499,959 | $1,905,272 | $— | $305,496 | $20,084,630 | | | 2023 | $1,350,000 | $9,626,040 | $3,975,004 | $— | $— | $443,588 | $15,394,633 | | Thierry Piéton (1) | 2025 | $138,517 | $4,190,625 | $600,056 | $141,975 | $— | $141,274 | $5,212,448 | | Executive Vice President and Chief Financial Officer | | | | | | | | | | Sean M. Salmon (2) | 2025 | $884,654 | $4,537,157 | $1,725,131 | $823,050 | $382,886 | $43,719 | $8,396,597 | | Former EVP & President, Cardiovascular Portfolio | 2024 | $867,000 | $3,406,800 | $1,274,992 | $774,952 | $185,359 | $39,684 | $6,548,787 | | | 2023 | $867,000 | $2,905,963 | $1,200,013 | $— | $357,701 | $33,968 | $5,364,646 | | Brett A. Wall (3) | 2025 | $774,519 | $4,537,157 | $1,725,131 | $720,750 | $— | $363,656 | $8,121,213 | | EVP & President, Neuroscience Portfolio | 2024 | $749,358 | $3,406,800 | $1,274,992 | $670,610 | $— | $334,272 | $6,436,032 | | Gregory L. Smith (4) | 2025 | $894,560 | $4,537,157 | $1,725,131 | $832,350 | $— | $94,784 | $8,083,981 | | EVP Enterprise Operations | 2024 | $872,100 | $4,706,498 | $1,200,003 | $820,537 | $— | $65,018 | $7,664,156 | | Gary L. Corona (5) | 2025 | $466,346 | $3,089,088 | $25,002 | $— | $— | $214,812 | $3,795,248 | | Former SVP Corporate Finance (former Interim CFO) | | | | | | | | | | Karen L. Parkhill (6) | 2025 | $262,856 | $— | $— | $— | $— | $7,823 | $270,679 | | Former Executive Vice President and Chief Financial Officer | 2024 | $911,233 | $4,408,840 | $1,649,997 | $943,091 | $— | $66,187 | $7,979,348 | | | 2023 | $911,059 | $3,632,502 | $1,500,017 | $— | $— | $81,181 | $6,124,759 |

  68. 2025 Summary Compensation Table

    (1)Mr. Piéton was not a Named Executive Officer in fiscal years 2023 or 2024. A portion of the stock awards represents forfeited compensation from a previous employer. As noted above Mr. Piéton’s MIP payment is prorated to reflect his time employed during the FY25 MIP period. For Mr. Piéton, amounts paid in Swiss francs were translated to U.S. dollars as of April 25, 2025 at a rate of 1 Swiss Franc = 1.133 U.S. Dollars. (2)After the close of the fiscal year, on May 21, 2025 it was announced Mr. Salmon will leave the organization effective September 2, 2025. (3)Mr. Wall was not a Named Executive Officer in fiscal year 2023. (4)Mr. Smith was not a Named Executive Officer in fiscal year 2023. (5)Mr. Corona was not a Named Executive Officer in fiscal years 2023 and 2024. Mr. Corona served as Interim Chief Financial Officer from August 3, 2024 through March 2, 2025, and resigned from the Company effective March 28, 2025. (6)Ms. Parkhill resigned from the Company effective August 2, 2024. (7)These columns represent the grant date fair values of the three-year PSU awards granted in each applicable year, and the grant date fair value of RSU awards granted in each applicable year, all of which were calculated in accordance with our financial statements as incorporated in Form 10-K. See Stock Awards section below for more details. Ms. Parkhill did not receive stock awards during the 2025 fiscal year. Ms. Parkhill and Mr. Corona forfeited all unvested stock awards upon their respective departures from the Company. (8)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. (9)See Non-Equity Incentive Plan Compensation section below for more details. SALARY The salary column represents the base salary earned by each 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 2025 Nonqualified Deferred Compensation Table on page 63 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 FY25 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 FY25, the values assuming the highest level of performance conditions will be achieved are $18,850,000, $2,581,045, $6,774,313, $6,774,313, $6,774,313, and $1,678,125 for Messrs Martha, Piéton, Salmon, Wall, Smith, and Corona, 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 2025 Grants of Plan-Based Awards table on page 56 and the footnotes to the 2025 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 2025. 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 2025. 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 2025 Nonqualified Deferred Compensation table on page 63 of this proxy statement). For a more detailed description of the terms of the non-equity incentive plan awards, see page 42 of the Compensation Discussion and Analysis. 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 5.76% for the qualified plan and 5.52% for the nonqualified NRPS were used for fiscal year 2025, a change from 5.75% for the qualified plan and 5.54% for the nonqualified NRPS in fiscal year 2024. The pension values are calculated based on the accrued pension benefits (qualified plan and the nonqualified NRPS) as of April 25, 2025 and the fiscal year-end 2025 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 2025. ALL OTHER COMPENSATION The all other compensation column includes the following:

  69. 2025 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 | 2025 | $404,748 | $— | $176,695 | $581,443 | | Thierry Piéton | 2025 | $141,274 | $— | $— | $141,274 | | Sean M. Salmon | 2025 | $29,650 | $138 | $13,931 | $43,719 | | Brett A. Wall | 2025 | $157,800 | $148,571 | $57,285 | $363,656 | | Gregory L. Smith | 2025 | $29,400 | $— | $65,384 | $94,784 | | Gary L. Corona | 2025 | $204,462 | $— | $10,350 | $214,812 | | Karen L. Parkhill | 2025 | $7,823 | $— | $— | $7,823 |

  70. 2025 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 $287,250 attributable to personal use of Company aircraft and $77,498 for personal and home security services. •Mr. Piéton includes $141,274 in relocation expenses. •Mr. Salmon includes a $24,000 business allowance, a cash award, and personal security services. •Mr. Wall includes a $24,000 business allowance and $128,400 in relocation expense and personal security services. •Mr. Smith includes a $24,000 business allowance and personal security services. •Mr. Corona includes a $16,962 in business allowance and $187,500 in stipends paid while serving as interim CFO. •Ms. Parkhill includes a $6,923 in business allowance and personal security services. 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. Wall includes a gross-up of taxes related to relocation expense. (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 2025 the EPS achievement was $5.49 this equaled a $0.673 matching contribution for every $1 elective deferral a participant contributed to the plan up to 6% of eligible compensation. Participants in the Personal Investment Account (“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 $162,764 in Company contributions to the qualified ($17,250) and nonqualified PIA ($145,514). Participants in the Medtronic Core Contribution Plan (“MCC”) receive a contribution from Medtronic equal to 3% of eligible pay at the end of the fiscal year. The amount for Mr. Wall includes $43,354 in Company contributions to the qualified ($10,350) and the nonqualified MCC ($33,004). The amount for Mr. Smith includes $51,453 in Company contributions to the qualified ($10,350) and the nonqualified MCC ($41,103). For additional information on the nonqualified MCC plan, see the 2025 Nonqualified Deferred Compensation table on page 63.

  71. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table summarizes all plan-based award grants to each of the NEOs during fiscal year 2025. Threshold amounts assume attainment of plan performance thresholds. You should refer to the Compensation Discussion and Analysis sections entitled “Fiscal Year 2025 Annual Medtronic Incentive Plan (“MIP”) Design” on page 42 and “Fiscal Year 2025 Long-Term Incentive Plan (LTIP) Design” beginning on page 44 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. 2025 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 | | | 1,012,500 | 2,025,000 | 4,050,000 | | | | | | | | | | PSU | 7/29/2024 | 6/20/2024 | | | | 50,000 | 100,000 | 200,000 | | | | 9,425,000 | | | OPT | 7/29/2024 | 6/20/2024 | | | | | | | | 295,680 | 80.00 | 4,800,365 | | | RSU | 7/29/2024 | 6/20/2024 | | | | | | | 40,000 | | | 3,200,000 | | Thierry Piéton | MIP | | | 76,331 | 152,661 | 305,322 | | | | | | | | | | PSU | 3/3/2025 | 12/17/2024 | | | | 5,303 | 10,605 | 21,210 | | | | 1,290,522 | | | OPT | 3/3/2025 | 12/17/2024 | | | | | | | | 29,574 | 94.30 | 600,056 | | | RSU | 3/3/2025 | 12/17/2024 | | | | | | | 4,242 | | | 400,021 | | | RSU (2) | 3/3/2025 | 12/17/2024 | | | | | | | 26,512 | | | 2,500,082 | | Sean M. Salmon | MIP | | | 453,684 | 907,368 | 1,814,735 | | | | | | | | | | PSU | 7/29/2024 | 6/20/2024 | | | | 17,969 | 35,938 | 71,876 | | | | 3,387,157 | | | OPT | 7/29/2024 | 6/20/2024 | | | | | | | | 106,260 | 80.00 | 1,725,131 | | | RSU | 7/29/2024 | 6/20/2024 | | | | | | | 14,375 | | | 1,150,000 | | Brett A. Wall | MIP | | | 387,500 | 775,000 | 1,550,000 | | | | | | | | | | PSU | 7/29/2024 | 6/20/2024 | | | | 17,969 | 35,938 | 71,876 | | | | 3,387,157 | | | OPT | 7/29/2024 | 6/20/2024 | | | | | | | | 106,260 | 80.00 | 1,725,131 | | | RSU | 7/29/2024 | 6/20/2024 | | | | | | | 14,375 | | | 1,150,000 | | Gregory L. Smith | MIP | | | 447,500 | 895,000 | 1,790,000 | | | | | | | | | | PSU | 7/29/2024 | 6/20/2024 | | | | 17,969 | 35,938 | 71,876 | | | | 3,387,157 | | | OPT | 7/29/2024 | 6/20/2024 | | | | | | | | 106,260 | 80.00 | 1,725,131 | | | RSU | 7/29/2024 | 6/20/2024 | | | | | | | 14,375 | | | 1,150,000 | | Gary L. Corona (3) | MIP | | | 210,000 | 420,000 | 840,000 | | | | | | | | | | PSU | 7/29/2024 | 6/20/2024 | | | | 3,125 | 6,250 | 12,500 | | | | 589,063 | | | PSU (4) | 7/29/2024 | 6/20/2024 | | | | — | 3,125 | 3,125 | | | | 250,000 | | | OPT | 7/29/2024 | 6/20/2024 | | | | | | | | 1,540 | 80.00 | 25,002 | | | RSU | 7/29/2024 | 6/20/2024 | | | | | | | 6,250 | | | 500,000 | | | RSU (4) | 8/15/2024 | 8/15/2024 | | | | | | | 8,966 | | | 750,006 | | | RSU (4) | 1/21/2025 | 1/17/2025 | | | | | | | 11,315 | | | 1,000,020 | | Karen L. Parkhill (5) | MIP | | | 501,178 | 1,002,356 | 2,004,712 | | | | | | | |

  73. 2025 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, and free cash flow can be adjusted up or down based on Team Performance and Individual Performance. 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 = Time-based restricted stock unit granted under the 2021 Medtronic plc Long Term Incentive Plan (2) Mr. Piéton received a one-time replacement grant in conjunction with his hiring. (3) As a result of his resignation from the Company, Mr.Corona forfeited his FY25 MIP and the annual equity-based awards reflected in this table effective March 28, 2025. (4) Mr. Corona was granted a special PSU on July 29, 2024 in conjunction with his role as SVP Financial Planning & Analysis, prior to his appointment as Interim Chief Financial Officer. Executive Officers did not participate in this PSU plan. During his time serving as Interim Chief Financial Officer Mr. Corona received a special Restricted Stock Unit award granted on August 15, 2024 and a special Restricted Stock Unit award granted on January 21, 2025. Both the PSU award and RSU awards were forfeited upon his termination on March 28, 2025. (5) As a result of her resignation from the Company, Ms. Parkhill forfeited her FY25 MIP August 2, 2024. 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 2025 MIP funding pool. Earned payouts under the MIP for annual revenue growth, diluted EPS, and free cash flow can range from 50% to 200%. The team scorecard can modify the funding pool between 80% and 100% and the individual scorecard can modify the Medtronic and team scorecards by 0% to 200%. The maximum payout by individual is capped at 200% of target. 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 2025-2027 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 PSUs receive dividend equivalent units (DEUs), which are credited and added to the share balance. DEUs are only paid to the extent the underlying PSUs 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 for annual awards and vest 33% per year over 3 years for Mr. Piéton’s one-time RSU award, 50% over 2 years for Mr. Corona’s RSU award granted August 15, 2024 and 100% after one year for Mr. Corona’s RSU award granted January 21, 2025. 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 2025 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 2025.

  74. 2025 Outstanding Equity Awards at Fiscal Year End

    2025 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 2025. The market or payout value of unearned shares, units or other rights that have not vested is based on $84.16, which was the closing price of Medtronic’s ordinary shares on the New York Stock Exchange on April 25, 2025, and for performance share unit awards presumes that the target performance goals are met.

  75. 2025 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 | 8/3/2015 | 39,317 | — | 78.00 | 8/3/2025 | 8/1/2022 | 29,944 | 2,520,087 | | | | | 8/3/2015 | 1,283 | — | 78.00 | 8/3/2025 | 8/1/2022 | | | 78,090 | 6,572,054 | | | 8/1/2016 | 1,136 | — | 88.06 | 8/1/2026 | 7/31/2023 | 34,789 | 2,927,842 | | | | | 8/1/2016 | 34,825 | — | 88.06 | 8/1/2026 | 7/31/2023 | | | 90,725 | 7,635,416 | | | 7/31/2017 | 1,191 | — | 83.97 | 7/31/2027 | 7/29/2024 | 39,309 | 3,308,245 | | | | | 7/31/2017 | 39,697 | — | 83.97 | 7/31/2027 | 7/29/2024 | | | 102,517 | 8,627,831 | | | 7/30/2018 | 1,695 | — | 89.08 | 7/30/2028 | | | | | | | | 7/30/2018 | 67,782 | — | 89.08 | 7/30/2028 | | | | | | | | 7/29/2019 | 81,820 | — | 103.26 | 7/29/2029 | | | | | | | | 7/29/2019 | 1,615 | — | 103.26 | 7/29/2029 | | | | | | | | 10/28/2019 | 65,170 | — | 106.22 | 10/28/2029 | | | | | | | | 8/3/2020 | 212,529 | — | 97.33 | 8/3/2030 | | | | | | | | 8/3/2020 | 71,158 | — | 97.33 | 8/3/2030 | | | | | | | | 8/2/2021 | 122,048 | 40,683 | 131.26 | 8/2/2031 | | | | | | | | 8/1/2022 | 112,498 | 112,498 | 93.08 | 8/1/2032 | | | | | | | | 7/31/2023 | 60,172 | 180,519 | 87.76 | 7/31/2033 | | | | | | | | 7/29/2024 | — | 295,680 | 80.00 | 7/29/2034 | | | | | | | Thierry Piéton | 3/3/2025 | 29,574 | — | 94.30 | 3/3/2035 | 3/3/2025 | 4,278 | 360,036 | | | | | | | | | | 3/3/2025 | 26,736 | 2,250,102 | | | | | | | | | | 3/3/2025 | | | 10,695 | 900,091 | | Sean M. Salmon | 8/3/2015 | 17,095 | — | 78.00 | 8/3/2025 | 8/1/2022 | 9,104 | 766,193 | | | | | 8/3/2015 | 1,283 | — | 78.00 | 8/3/2025 | 8/1/2022 | | | 23,575 | 1,984,072 | | | 8/1/2016 | 1,136 | — | 88.06 | 8/1/2026 | 7/31/2023 | 9,826 | 826,956 | | | | | 8/1/2016 | 15,142 | — | 88.06 | 8/1/2026 | 7/31/2023 | | | 25,706 | 2,163,417 | | | 7/31/2017 | 27,788 | — | 83.97 | 7/31/2027 | 7/29/2024 | 14,081 | 1,185,057 | | | | | 7/31/2017 | 1,191 | — | 83.97 | 7/31/2027 | 7/29/2024 | | | 36,843 | 3,100,707 | | | 7/30/2018 | 1,695 | — | 89.08 | 7/30/2028 | | | | | | | | 7/30/2018 | 25,983 | — | 89.08 | 7/30/2028 | | | | | | | | 7/29/2019 | 21,532 | — | 103.26 | 7/29/2029 | | | | | | | | 7/29/2019 | 1,615 | — | 103.26 | 7/29/2029 | | | | | | | | 10/28/2019 | 14,716 | — | 106.22 | 10/28/2029 | | | | | | | | 8/3/2020 | 1,575 | — | 97.33 | 8/3/2030 | | | | | | | | 8/3/2020 | 45,340 | — | 97.33 | 8/3/2030 | | | | | | | | 8/3/2020 | 30,227 | — | 97.33 | 8/3/2030 | | | | | | | | 2/1/2021 | 16,314 | — | 111.18 | 2/1/2031 | | | | | | | | 8/2/2021 | 813 | 272 | 131.26 | 8/2/2031 | | | | | | | | 8/2/2021 | 35,150 | 11,717 | 131.26 | 8/2/2031 | | | | | | | | 8/1/2022 | 33,962 | 33,962 | 93.08 | 8/1/2032 | | | | | | | | 7/31/2023 | 17,049 | 51,147 | 87.76 | 7/31/2033 | | | | | | | | 7/29/2024 | — | 106,260 | 80.00 | 7/29/2034 | | | | | |

  76. 2025 Outstanding Equity Awards at Fiscal Year End

    | Brett A. Wall | 8/1/2016 | 11,356 | — | 88.06 | 8/1/2026 | 8/1/2022 | 7,885 | 663,602 | | | | | 8/1/2016 | 1,136 | — | 88.06 | 8/1/2026 | 8/1/2022 | | | 20,629 | 1,736,137 | | | 7/31/2017 | 11,910 | — | 83.97 | 7/31/2027 | 7/31/2023 | 9,826 | 826,956 | | | | | 7/31/2017 | 1,191 | — | 83.97 | 7/31/2027 | 7/31/2023 | | | 25,706 | 2,163,417 | | | 7/30/2018 | 16,946 | — | 89.08 | 7/30/2028 | 7/29/2024 | 14,081 | 1,185,057 | | | | | 7/30/2018 | 1,695 | — | 89.08 | 7/30/2028 | 7/29/2024 | | | 36,843 | 3,100,707 | | | 7/29/2019 | 1,615 | — | 103.26 | 7/29/2029 | | | | | | | | 7/29/2019 | 24,223 | — | 103.26 | 7/29/2029 | | | | | | | | 10/28/2019 | 22,579 | — | 106.22 | 10/28/2029 | | | | | | | | 8/3/2020 | 60,453 | — | 97.33 | 8/3/2030 | | | | | | | | 8/3/2020 | 1,575 | — | 97.33 | 8/3/2030 | | | | | | | | 8/3/2020 | 23,930 | — | 97.33 | 8/3/2030 | | | | | | | | 8/2/2021 | 34,173 | 11,392 | 131.26 | 8/2/2031 | | | | | | | | 8/2/2021 | 813 | 272 | 131.26 | 8/2/2031 | | | | | | | | 8/1/2022 | 29,716 | 29,717 | 93.08 | 8/1/2032 | | | | | | | | 7/31/2023 | 17,049 | 51,147 | 87.76 | 7/31/2033 | | | | | | | | 7/29/2024 | — | 106,260 | 80.00 | 7/29/2034 | | | | | | | Gregory L. Smith | 4/5/2021 | 30,837 | — | 120.25 | 4/5/2031 | 8/1/2022 | 6,130 | 515,901 | | | | | 8/2/2021 | 22,457 | 7,486 | 131.26 | 8/2/2031 | 8/1/2022 | | | 15,324 | 1,289,668 | | | 8/2/2021 | 813 | 272 | 131.26 | 8/2/2031 | 7/31/2023 | 9,678 | 814,500 | | | | | 8/1/2022 | 22,075 | 22,076 | 93.08 | 8/1/2032 | 7/31/2023 | | | 24,194 | 2,036,167 | | | 7/31/2023 | 16,046 | 48,139 | 87.76 | 7/31/2033 | 7/31/2023 | 13,611 | 1,145,502 | | | | | 7/29/2024 | — | 106,260 | 80.00 | 7/29/2034 | 7/29/2024 | 14,737 | 1,240,266 | | | | | | | | | | 7/29/2024 | | | 36,843 | 3,100,707 | | Gary L. Corona (1) | 7/31/2023 | 334 | — | 87.76 | 6/26/2025 | | | | | | | | 7/31/2023 | 2,206 | — | 87.76 | 6/26/2025 | | | | | |

  77. 2025 Outstanding Equity Awards at Fiscal Year End

    (1)Mr. Corona’s vested stock options were exercisable for 90 days after his resignation which was effective March 28, 2025. Mr. Corona forfeited all unvested stock awards as of the effective date of his resignation. 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. 2025 Outstanding Equity Awards at Fiscal Year End

    | | | Vesting Schedule for Unexercisable Options | | | | | Name | Grant Date | 2025 | 2026 | 2027 | 2028 | | Geoffrey S. Martha | 8/2/2021 | 40,683 | | | | | | 8/1/2022 | 56,249 | 56,249 | | | | | 7/31/2023 | 60,173 | 60,173 | 60,173 | | | | 7/29/2024 | 73,920 | 73,920 | 73,920 | 73,920 | | Thierry Piéton | 3/3/2025 | 7,393 | 7,393 | 7,394 | 7,394 | | Sean M. Salmon (1) | 8/2/2021 | 11,717 | | | | | | 8/2/2021 | 272 | | | | | | 8/1/2022 | 16,981 | 16,981 | | | | | 7/31/2023 | 17,049 | 17,049 | 17,049 | | | | 7/29/2024 | 26,565 | 26,565 | 26,565 | 26,565 | | Brett A. Wall | 8/2/2021 | 11,392 | | | | | | 8/2/2021 | 272 | | | | | | 8/1/2022 | 14,858 | 14,859 | | | | | 7/31/2023 | 17,049 | 17,049 | 17,049 | | | | 7/29/2024 | 26,565 | 26,565 | 26,565 | 26,565 | | Gregory L. Smith | 8/2/2021 | 7,486 | | | | | | 8/2/2021 | 272 | | | | | | 8/1/2022 | 11,038 | 11,038 | | | | | 7/31/2023 | 16,046 | 16,046 | 16,047 | | | | 7/29/2024 | 26,565 | 26,565 | 26,565 | 26,565 |

  79. 2025 Outstanding Equity Awards at Fiscal Year End

    (1)Mr. Salmon will exit the company effective September 2, 2025 and is retirement eligible. All unvested stock options will accelerate vest and may be exercised within 5 years or before the end of the 10-year term, whichever is earlier. 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. 2025 Outstanding Equity Awards at Fiscal Year End

    | | | Vesting Schedule for Unvested Restricted Stock Units and Performance Share Units | | | | | Name | Grant Date | 2025 | 2026 | 2027 | 2028 | | Geoffrey S. Martha | 8/1/2022 | 29,944 | | | | | | 8/1/2022 | 78,090 | | | | | | 7/31/2023 | | 34,789 | | | | | 7/31/2023 | | 90,725 | | | | | 7/29/2024 | | | 39,309 | | | | 7/29/2024 | | | 102,517 | | | Thierry Piéton | 3/3/2025 | | 8,912 | 8,912 | 8,913 | | | 3/3/2025 | | | 4,278 | | | | 3/3/2025 | | | 10,695 | | | Sean M. Salmon (1) | 8/1/2022 | 9,104 | | | | | | 8/1/2022 | 23,575 | | | | | | 7/31/2023 | | 9,826 | | | | | 7/31/2023 | | 25,706 | | | | | 7/29/2024 | | | 14,081 | | | | 7/29/2024 | | | 36,843 | | | Brett A. Wall | 8/1/2022 | 7,885 | | | | | | 8/1/2022 | 20,629 | | | | | | 7/31/2023 | | 9,826 | | | | | 7/31/2023 | | 25,706 | | | | | 7/29/2024 | | | 14,081 | | | | 7/29/2024 | | | 36,843 | | | Gregory L. Smith | 8/1/2022 | 6,130 | | | | | | 8/1/2022 | 15,324 | | | | | | 7/31/2023 | | 9,678 | | | | | 7/31/2023 | | 24,194 | | | | | 7/31/2023 | 4,538 | 4,537 | 4,538 | | | | 7/29/2024 | | | 14,737 | | | | 7/29/2024 | | | 36,843 | |

  81. 2025 Outstanding Equity Awards at Fiscal Year End

    (1)Mr. Salmon will exit the company effective September 2, 2025 and is retirement eligible. Unvested RSUs will vest 100%, 3 years after date of grant and PSUs will vest 100%, with the actual number of shares delivered based on achievement against the 3 fiscal year performance goals.

  82. 2025 Option Exercises and Stock Vested

    2025 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 2025. 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.

  83. 2025 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 | 53,854 | 1,013,706 | 44,266 | 3,612,406 | | Thierry Piéton | — | — | — | — | | Sean M. Salmon | — | — | 7,486 | 610,810 | | Brett A. Wall | 19,287 | 187,399 | 11,544 | 941,577 | | Gregory L. Smith | — | — | 11,757 | 953,049 | | Gary L. Corona | | | 6,411 | 509,065 | | Karen L. Parkhill | 210,564 | 746,285 | 14,985 | 1,221,427 |

  84. 2025 Pension Benefits

    2025 Pension Benefits The table below includes information with respect to Medtronic’s pension plans for each of the NEOs as of April 25, 2025, 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.

  85. 2025 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Geoffrey S. Martha (1)(2) | Medtronic NRPS | 13.667 | $— | $— | | Thierry Piéton (1) | | — | $— | $— | | Sean M. Salmon | MRP for CPB | 20.417 | $610,488 | $— | | | Medtronic NRPS | 20.417 | $2,387,103 | $— | | Brett A. Wall (1) | | — | $— | $— | | Gregory L. Smith (1) | | — | $— | $— | | Gary L. Corona (1) | | — | $— | $— | | Karen L. Parkhill (1) | | — | $— | $— |

  86. 2025 Pension Benefits

    Medtronic NRPS = Nonqualified Retirement Plan Supplement MRP for CPB = Medtronic Retirement Plan for Certain Participants and Beneficiaries (1)Messrs. Martha, Piéton, Wall, Smith, Corona and Ms. Parkhill 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. 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. The MRP for CPB calculates benefits based on an annual compensation limit of $345,000, as required by the IRS. This limit is adjusted from time to time by the IRS. Additionally, the company offers an unfunded Nonqualified Retirement Plan Supplement (NRPS). This supplement provides executives with an amount that makes up the difference between what they would have received under the MRP for CPB without legislative limits on pension benefits and earnings, and the actual amount payable under the plan. The NRPS is available to all participating employees whose income 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 rate will be preserved for Mr. Wall if he terminates or retires on or before April 30, 2027. The 6% rate was preserved for Ms. Parkhill and will be preserved for Mr. Salmon as of their terminations on August 2, 2024 and September 2, 2025 respectively. 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.

  87. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation

  88. 2025 Nonqualified Deferred Compensation

    | Name | | Executive Contributions in Last FY (3) ($) | Registrant’s Contributions in Last FY (3) ($) | Aggregate Earnings in Last FY (4) ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last FYE (5) ($) | | Geoffrey S. Martha | CAP | $— | $— | $206,319 | $— | $3,411,303 | | | NRPS | $936,366 | $145,513 | $64,562 | $— | $1,146,441 | | Thierry Piéton (1) | CAP | $— | $— | $— | $— | $— | | | NRPS | | | | | | | Sean M. Salmon (2) | CAP | $— | $— | $105,188 | $— | $1,455,943 | | | NRPS | $— | $— | $— | $— | $— | | | PSUs | $— | $— | $31,670 | $— | $377,022 | | Brett A. Wall | CAP | $— | $— | $22,158 | $— | $330,298 | | | NRPS | $176,478 | $33,004 | $12,222 | $— | $221,704 | | Gregory L. Smith (1) | CAP | $— | $— | $— | $— | $— | | | NRPS | $76,710 | $41,103 | $4,910 | $— | $122,723 | | Gary L. Corona (1) | CAP | $— | $— | $— | $— | $— | | | NRPS | $5,236 | $— | $71 | $(5,307) | $— | | Karen L. Parkhill (1) | CAP | $— | $— | $— | $— | $— | | | NRPS | $325,588 | $— | $21,983 | $(347,572) | $— |

  89. 2025 Nonqualified Deferred Compensation

    CAP = Capital Accumulation Plan NRPS = Nonqualified Retirement Plan Supplement PSUs = Deferred Performance Shared Units (1)Messrs. Piéton, Smith, Corona and Ms. Parkhill have not participated in the Capital Accumulation Plan (CAP) or in the defined contribution Personal Investment Account portion of the Nonqualified Retirement Plan Supplement (NRPS). (2)Mr. Salmon elected to deferred PSUs from the FY22-FY24 plan which continue to accrue dividends. (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:

  90. 2025 Nonqualified Deferred Compensation

    | Name | Contributions | | Geoffrey S. Martha | $2,351,186 | | Thierry Piéton | $— | | Sean M. Salmon | $623,773 | | Brett A. Wall | $12,581 | | Gregory L. Smith | $16,263 | | Gary L. Corona | $— | | Karen L. Parkhill | $249,494 |

  91. 2025 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; and •Up to 80% of their commissions (applicable only to those executives in a commission plan). 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.

  92. 2025 Nonqualified Deferred Compensation

    | | Return on Funds 12 months as of April 25, 2025 | | Medtronic plc Stock Fund | 9.17% | | Income Fund | 8.14% | | Growth Fund | 8.74% | | International Equity Index | 12.33% | | Capital Preservation Fund | 2.71% | | U.S. Equity Index | 11.40% | | Bond Index | 8.04% | | Retirement Income | 8.50% | | Retirement 2015 | 8.57% | | Retirement 2020 | 8.58% | | Retirement 2025 | 8.60% | | Retirement 2030 | 8.65% | | Retirement 2035 | 8.73% | | Retirement 2040 | 8.77% | | Retirement 2045 | 8.78% | | Retirement 2050 | 8.80% | | Retirement 2055 | 8.80% | | Retirement 2060 | 8.81% | | Inflation Protected | 8.16% | | 10T-100 | 4.04% | | 10T-120 | 4.85% |

  93. 2025 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 rate will be preserved for Mr. Wall if he terminates or retires on or before April 30, 2027. The 6% rate was preserved for Ms. Parkhill and will be preserved for Mr. Salmon as of their terminations on August 2, 2024 and September 2, 2025 respectively. 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 on or 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.

  94. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control COMPANY SEVERANCE PRACTICES Messrs. Martha, Piéton, Salmon, Wall and Smith 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 Messrs. Martha, Piéton, Salmon, Wall or Smith'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 25, 2025.

  95. Potential Payments Upon Termination or Change of Control

    | Name | Severance Amount (3) | Welfare Benefits (4) | Equity Continuation (5) | Total | | Geoffrey S. Martha | $6,466,500 | $61,849 | $— | $6,528,349 | | Thierry Piéton | $1,983,950 | $21,315 | $2,250,091 | $4,255,356 | | Sean M. Salmon (1) | $3,416,100 | $63,717 | $— | $3,479,817 | | Brett A. Wall | $2,991,500 | $55,889 | $— | $3,047,389 | | Gregory L. Smith | $3,454,700 | $52,284 | $— | $3,506,984 | | Gary L. Corona (2) | $— | $— | $— | $— | | Karen L. Parkhill (2) | $— | $— | $— | $— |

  96. Potential Payments Upon Termination or Change of Control

    (1)Mr. Salmon departed from his position as EVP and President, Cardiovascular Portfolio effective May 21, 2025. He will remain a non-executive employee of the Company until September 2, 2025. Mr. Salmon will receive severance payments in accordance with the policy described above. (2)Mr. Corona and Ms. Parkhill resigned prior to the fiscal year end on April 25, 2025 and were not entitled to severance benefits. See the discussion in our Compensation and Discussion and Analysis under the heading “Executive Officer Transitions.” (3)Mr. Martha’s amount includes two times his base salary ($2,700,000) and the lesser of the MIP payout or the target value ($3,766,500). Mr. Piéton's amount includes two times his base salary ($1,700,000) and the lesser of the MIP payout or the target value ($283,950). Mr. Salmon’s amount includes two times his base salary ($1,770,000) and the lesser of the MIP payout or the target value ($1,646,100). Mr. Wall’s amount includes two times his base salary ($1,550,000) and the lesser of the MIP payout or the target value ($1,441,500). Mr. Smith's amount includes two times his base salary ($1,790,000) and the lesser of the MIP payout or the target value ($1,664,700). (4)Amounts represent payments for 24 months of health benefits and outplacement assistance. (5)In connection with Mr. Piéton’s letter agreement, this amount represents acceleration of his one-time new hire restricted stock unit grant. 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, 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 25, 2025: (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.

  97. Potential Payments Upon Termination or Change of Control

    | Name | Severance Amount (3)(4) | Accelerated Vesting of Performance Share Units (5) | Accelerated Vesting of Stock Options (6) | Accelerated Vesting of Restricted Stock Units (7) | Present Value Of Increased Pension Benefits (8) | Other (9) | Total | | Geoffrey S. Martha | $11,583,000 | $22,835,217 | $1,230,028 | $8,756,069 | $— | $604,829 | $45,009,143 | | Thierry Piéton | $3,117,901 | $900,053 | $— | $2,610,113 | $— | $1,973 | $6,630,040 | | Sean M. Salmon (1) | $1,820,195 | $7,248,022 | $442,040 | $2,778,061 | $1,080,385 | $112,720 | $13,481,423 | | Brett A. Wall | $5,208,000 | $7,000,102 | $442,040 | $2,675,505 | $— | $230,462 | $15,556,109 | | Gregory L. Smith | $6,014,400 | $6,426,437 | $442,040 | $3,716,036 | $— | $249,598 | $16,848,511 | | Gary L. Corona (2) | $— | $— | $— | $— | $— | $— | $— | | Karen L. Parkhill (2) | $— | $— | $— | $— | $— | $— | $— |

  98. Potential Payments Upon Termination or Change of Control

    (1)Mr. Salmon departed from his position as EVP and President, Cardiovascular Portfolio effective May 21, 2025, and will remain a non-executive employee of the Company until September 2, 2025. Effective September 2, 2025 he is no longer eligible for the change of control benefits as described in this table. (2)Mr. Corona and Ms. Parkhill resigned prior to the fiscal year end on April 25, 2025 and were not eligible for the change of control benefits as described in this table. See the discussion in our Compensation Discussion and Analysis under the heading “Executive Officer Transitions.” (3)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 2025’s annual bonus or the average of the annual bonuses for the three most recently completed fiscal years. (4)This amount also includes the prorated value of the greater of fiscal year 2025’s annual bonus or the average of the annual bonuses for the three most recently completed fiscal years. (5)This amount represents the value of unvested performance share units (at target) and dividend-equivalent units as of April 25, 2025, at the closing price on that date of $84.16. (6)This amount represents the market gain (or intrinsic value) of unvested options as of April 25, 2025, at the closing price on that date of $84.16. (7)This amount represents the value of unvested restricted stock units, RSUs and dividend-equivalent units as of April 25, 2025, at the closing price on that date of $84.16. (8)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. (9)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.

  99. Pay versus Performance Table

    Pay versus Performance Table

  100. 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 (4) | Average SCT Total for Other NEOs (2) | Average CAP to Other NEOs (5) | Value of Initial Fixed $100 Investment Based on (6): | | Net Income Attribu-table to Medtronic | Organic Revenue Growth (7) | | | | | | | | | TSR (MDT) | Peer Group TSR | | | | 2025 | $21,240,058 | $26,085,386 | n/a | n/a | $5,646,694 | $4,223,316 | $97.82 | $148.62 | $4,662 | 4.9% | | 2024 | $20,084,630 | $11,124,552 | n/a | n/a | $7,588,515 | $4,940,646 | $89.66 | $135.04 | $3,676 | 5.2% | | 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% |

  101. Pay versus Performance Table

    (1) The Chief Executive Officer (“CEO”) and named officers for the applicable years were as follows: •FY24: Geoffrey S. Martha served as the Company’s CEO for the entirety of FY25. The Company’s other named officers for FY25 were: Thierry Piéton; Sean M. Salmon; Brett A. Wall; Gregory L. Smith; Gary L. Corona and Karen L. Parkhill. •FY24: Geoffrey S. Martha served as the Company’s CEO for the entirety of FY24. The Company’s other named officers for FY24 were: Karen L. Parkhill; Gregory L. Smith; Sean M. Salmon; Brett A. Wall; and Robert J. White. •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 Mr. Martha 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.”

  102. Pay versus Performance Table

    | Adjustments | | Geoff Martha | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Total from Summary Compensation Table (a) | $21,240,058 | $20,084,630 | $15,394,633 | $17,861,949 | $17,507,326 | | Adjustments for defined benefit and actuarial plans | | | | | | | Subtract: Change in Actuarial Present Value reported under the “Change in Pension Value” column of the Summary Compensation Table | $— | $— | $— | $— | $— | | Add:“Service Cost” for Pension Plans | $— | $— | $— | $— | $— | | Adjustments for stock and options awards | | | | | | | Subtract: Grant date fair value of option and stock awards granted in the fiscal year | $(17,425,365) | $(16,523,862) | $(13,601,045) | $(13,512,795) | $(13,415,762) | | Add: Fair value at fiscal year end of outstanding and unvested option and stock awards granted in the fiscal year (b) | $20,269,141 | $14,168,356 | $12,988,510 | $8,542,744 | $22,572,320 | | Add/Subtract: Year-over-Year change in fair value of outstanding and unvested option and stock awards granted in prior fiscal years (c) | $1,947,349 | $(5,987,483) | $(7,796,433) | $(9,863,245) | $4,159,382 | | Add: Vesting date fair value of option and stock awards granted and vesting during the fiscal year (d) | $166,567 | $53,167 | $— | $— | $— | | 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 (e) | $(112,365) | $(670,257) | $(3,664,339) | $(78,508) | $(171,785) | | Total Impact: Adjustments for option and stock awards | $4,845,328 | $(8,960,077) | $(12,073,308) | $(14,911,804) | $13,144,155 | | Compensation Actually Paid | $26,085,386 | $11,124,552 | $3,321,325 | $2,950,145 | $30,651,481 |

  103. Pay versus Performance Table

    a.Represents Total Compensation as reported in the Summary Compensation Table for each fiscal year b.Represents the aggregate fair value as of each fiscal year-end of Mr. Martha’s 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. c.Represents the aggregate change in fair value during each fiscal year of Mr. Martha’s 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. d.Represents the aggregate fair value as of the vesting date for each option and stock award that Mr. Martha was granted and vested during the covered fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. e.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 to Mr. Martha 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) 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 Mr. Ishrak 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.”

  104. Pay versus Performance Table

    | Adjustments | Omar Ishrak | | | 2021 | | Total from Summary Compensation Table (a) | $8,348,288 | | Adjustments for defined benefit and actuarial plans | | | Subtract: Change in Actuarial Present Value reported under the “Change in Pension Value” column of the Summary Compensation Table | $(46,223) | | Add:“Service Cost” for Pension Plans | $220,000 | | Adjustments for stock and options awards | | | Subtract: Grant date fair value of option and stock awards granted in the fiscal year | $(2,529,970) | | Add: Fair value at fiscal year end of outstanding and unvested option and stock awards granted in the fiscal year (b) | $— | | Add/Subtract: Year-over-Year change in fair value of outstanding and unvested option and stock awards granted in prior fiscal years (c) | $3,172,281 | | Add: Vesting date fair value of option and stock awards granted and vesting during the fiscal year (d) | $3,960,645 | | 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 (e) | $3,033,099 | | Total Impact: Adjustments for option and stock awards | $7,636,056 | | Compensation Actually Paid | $16,158,120 |

  105. Pay versus Performance Table

    a.Represents Total Compensation as reported in the Summary Compensation Table for each fiscal year. b.Represents the aggregate fair value as of each fiscal year-end of Mr. Ishrak’s 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. c.Represents the aggregate change in fair value during each fiscal year of Mr. Ishrak’s 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. d.Represents the aggregate fair value as of the vesting date of for each option and stock award that Mr. Ishrak was granted and vested during the covered fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. e.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 to Mr. Ishrak 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. (5) Amounts reported in this column represent the average amount of “Compensation Actually Paid” or “CAP” as computed per SEC rules. These amounts do not reflect the actual average amount of compensation earned by or paid to the other NEOs 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.”

  106. Pay versus Performance Table

    | Adjustments | | Other NEOs (a) | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Total from Summary Compensation Table (b) | $5,646,694 | $7,588,515 | $5,392,087 | $7,628,327 | $7,864,709 | | Adjustments for defined benefit and actuarial plans | | | | | | | Subtract: Change in Actuarial Present Value reported under the “Change in Pension” | $(63,814) | $(37,072) | $(169,064) | $(43,448) | $— | | Add:“Service Cost” for Pension Plans | $18,833 | $28,750 | $65,036 | $36,654 | $— | | Adjustments for stock and options awards | | | | | | | Subtract: Grant date fair value of option and stock awards granted in the fiscal year | $(4,448,606) | $(5,147,068) | $(4,208,643) | $(5,759,881) | $(5,022,761) | | Add: Fair value at fiscal year end of outstanding and unvested option and stock awards granted in the fiscal year (c) | $4,318,381 | $4,234,435 | $4,004,121 | $4,220,707 | $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) | $271,920 | $(1,603,806) | $(2,584,074) | $(2,768,446) | $2,795,957 | | Add: Vesting date fair value of option and stock awards granted and vesting during the fiscal year (e) | $26,113 | $215,343 | $13,896 | $116,722 | $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) | $(1,546,205) | $(338,451) | $(1,669,474) | $(523,230) | $163,462 | | Total Impact: Adjustments for option and stock awards | $(1,378,398) | $(2,639,547) | $(4,444,174) | $(4,714,128) | $6,065,879 | | Compensation Actually Paid | $4,223,316 | $4,940,646 | $843,886 | $2,907,405 | $13,930,588 |

  107. Pay versus Performance Table

    a.See footnote 1 for the reported named executive officers included in the average for each indicated fiscal year. b.Represents the average Total Compensation as reported in the Summary Compensation Table for the reported named officers each fiscal year. c.Represents the average aggregate fair value as of each fiscal year-end outstanding and unvested option and stock awards granted to each reported named officer during the covered fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. d.Represents the average aggregate change in fair value during each fiscal year of the reported named officers 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 average 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 to the reported named officers, computed in accordance with the Company’s methodology used for financial reporting purposes. f.Represents the average 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 to the reported named officers 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. (6) 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 2025 Form 10-K. The comparison assumes $100 (including reinvested dividends) was invested for the period starting April 24, 2020 through April 25, 2025 (i) the company and (ii) the S&P 500 Health Care Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (7) 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 FY25 revenue in comparison to FY24 revenue at constant currencies adjusted for significant acquisitions, divestitures, and other significant discrete items. The currency impact to revenue measures the change in revenue between current and prior year periods using constant exchange rates. Top line Revenue Growth (organic) continues to be a key driver of shareholder value. For prior year non-GAAP reconciliations for the company selected measure, refer to the Schedule 14A Proxy filings with the SEC in previous years.