DEF 14A of Medtronic plc
Filed Aug 17, 2026 · FY20260001613103-26-000010
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 10.
Director Nominees
| | | | | | Committee Memberships | | | | | | Other Current Public Boards | | Name | Age(1) | Director Since | Principal Position | Indep. | AC | CTC | GC | NCGC | OC | QC | | | Craig Arnold (2) | 66 | 2015 | Retired Chairman and Chief Executive Officer Eaton Corporation | Y | | | M | C | | | 3 | | Scott C. Donnelly | 64 | 2013 | Executive Chairman and Retired President and Chief Executive Officer Textron, Inc. | Y | M | | | | M | | 1 | | Lidia L. Fonseca | 57 | 2022 | Senior Advisor to the Chief Executive Officer Pfizer, Inc. | Y | M | | | M | M | | 0 | | John P. Groetelaars | 60 | 2025 | Chairman Zeus Company | Y | | | M | M | | | 0 | | Randall J. Hogan, III | 70 | 2015 | Chairman Kodiak Gas Services, Inc. | Y | M | | | | M | | 1 | | William R. Jellison | 68 | 2025 | Retired Chief Financial Officer Stryker Corporation | Y | | | M | | M | | 2 | | Joon S. Lee, M.D. | 64 | 2025 | Chief Executive Officer Emory Healthcare | Y | | M | | | | M | 0 | | Gregory P. Lewis | 58 | 2023 | Senior Advisor Honeywell International Inc. | Y | C | | M | | | | 0 | | Kevin E. Lofton | 71 | 2020 | Retired Chief Executive Officer CommonSpirit Health | Y | | M | | | | C | 1 | | Geoff Martha | 56 | 2019 | Chairman and Chief Executive Officer Medtronic plc | N | | | C | | C | | 1 | | Elizabeth G. Nabel, M.D. | 74 | 2014 | Retired President Brigham Health | Y | | C | M | | | | 2 | | Kendall J. Powell | 72 | 2007 | Retired Chairman and Chief Executive Officer General Mills, Inc. | Y | | M | | | | M | 0 |
Director Nominees
(1)As of August 1, 2026. (2)Lead Independent Director.
Director Nominees
| AC: | Audit 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 | | |
Executive Compensation Philosophy
Executive Compensation Philosophy The Company’s compensation programs align the interests of named executive officers (NEOs) with those of stakeholders, particularly shareholders. The Company’s compensation programs are designed to be market-competitive to ensure it attracts, retains, and motivates highly talented executives, with compensation packages established pursuant to the following principles: •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 helps ensure that each element of target total direct compensation is within a market competitive range relative to our 22-company Compensation Comparison Group. •Pay for Performance. We emphasize pay for performance by making at least 75% of target total direct compensation payable to each NEO contingent on the attainment of annual and long-term Company performance goals. This pay-for-performance approach results in actual compensation outcomes that vary based on the Company’s absolute and relative performance results. •Shareholder Value Alignment. We align incentive programs with shareholder value creation by using annual and three-year performance measures that drive shareholder value. Incentive goals come directly from our Board-approved annual operating plan and long-term strategic plan. •Non-Financial Metrics. Quality is a primary non-financial metric impacting payouts under MIP. This focus on quality aligns with the Medtronic Mission, “To strive without reserve for the greatest possible reliability and quality in our products.”
Directors and Nominees
Directors and Nominees The Company’s Board of Directors currently has twelve members, each of whom is serving a term that runs through the 2026 Annual General Meeting, and each of whom has been nominated by the Board of Directors for reelection at the 2026 Annual General Meeting. All director nominees for election at the 2026 Annual General Meeting were elected by shareholders at the 2025 Annual General Meeting. 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 include whatever supporting material the shareholder considers appropriate, but at a minimum should provide sufficient background and biographical information to 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 (defined below). If the Nominating and Corporate Governance Committee identifies a need to replace a current member of the Board, fill a vacancy on the Board, or 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 with 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, as well as input from other members of the Board. After completing the evaluation process, the Nominating and Corporate Governance Committee makes a recommendation to the full Board as to individuals who should be nominated by the Board. The Board determines the nominees after considering the recommendations and report of the Nominating and Corporate Governance Committee and such other evaluations as it deems appropriate. Shareholders who intend to participate in the Annual General Meeting to nominate a candidate for election by the shareholders at the meeting (in cases where the Board does not intend to nominate the candidate or where the Nominating and Corporate Governance Committee was not requested to consider the candidacy) must comply with the procedures in Medtronic’s Articles of Association. Shareholders who intend to solicit proxies in support of director nominees other than our nominees must comply with the procedures in Medtronic’s Articles of Association and Rule 14a-19 under the Securities Exchange Act of 1934 (the Exchange Act). For more information on these procedures, see the discussion under “Other Information — Shareholder Proposals and Director Nominations” on page 86 of this proxy statement.
Directors and Nominees
| ☑ | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE DIRECTOR NOMINEES. |
Directors and Nominees
NOMINEES FOR DIRECTOR FOR ONE-YEAR TERMS ENDING IN 2027:
Directors and Nominees
| | Craig Arnold | | | Retired Chairman and Chief Executive Officer Eaton Corporation | | Age: 66 Director since: 2015; Lead Independent Director since: 2022 Committees: Growth, 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 Eaton’s 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 experience as the CEO of Eaton Corporation gave 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: Honeywell International Inc. (November 2025 - Present); KKR and Co., Inc. (2025 - Present); The Procter & Gamble Company (2025 - Present); Eaton Corporation (2016 - 2025) | |
Directors and Nominees
| | Scott C. Donnelly | | | Executive Chairman Former Chairman, President and Chief Executive Officer Textron, Inc. | | Age: 64 Director since: 2013 Committees: Audit, Operations Experience: Mr. Donnelly is the current Executive Chairman and former Chairman, President and Chief Executive Officer of Textron, Inc., a producer of aircraft, defense and industrial products. Mr. Donnelly retired as President and CEO of Textron in January 2026 and was named Executive Chairman. 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) | |
Directors and Nominees
| | Lidia L. Fonseca | | | Senior Advisor to the Chief Executive Officer Pfizer, Inc. | | Age: 57 Director since: 2022 Committees: Audit, Operations, Nominating and Corporate Governance Experience: Ms. Fonseca currently serves as a Senior Advisor to the Chief Executive Officer at Pfizer, Inc. Prior to assuming that role in May, 2026, she served as the Chief Digital and Technology Officer and Executive Vice President at the company from 2018 to 2026, where she was 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 that 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, artificial intelligence (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 AI 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) | |
Directors and Nominees
| | John P. Groetelaars | | | Chairman Zeus Company | | Age: 60 Director since: 2025 Committees: Growth, Nominating and Corporate Governance Experience: Mr. Groetelaars is the current Chairman of the Board of Zeus Company, a privately-owned producer of advanced polymer components used in life-saving medical procedures, a role he has held 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 Board and Growth Committee. His prior service on the Board of Directors of Dentsply Sirona and Hill-Rom further augments his breadth of perspective, knowledge, and experience he brings to Medtronic’s Board. Other Public Company Directorships: Dentsply Sirona Inc. (2022–2023); Hill-Rom Holdings, Inc. (2018–2021) | |
Directors and Nominees
| | Randall J. Hogan, III | | | Chairman Kodiak Gas Services, Inc. | | Age: 70 Director since: 2015 Committees: Audit, 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) | |
Directors and Nominees
| | William R. Jellison | | | Retired Chief Financial Officer Stryker Corporation | | Age: 68 Director since: 2025 Committees: Growth, 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 of Stryker Corporation. Prior to joining Stryker, Mr. Jellison spent 15 years at Dentsply International in several leadership positions, including as 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 has significant experience serving on the boards of directors of other healthcare companies, including those in the MedTech industry. Mr. Jellison was also previously a Senior Advisor for Astor Place Holdings, the private equity arm of Select Equities. 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 in the medical device industry has enabled him to contribute valuable executive leadership, strategic portfolio management, and financial operations insight to Medtronic. His service on the boards of other public companies, including his prior service as Chair of the Audit Committee of both Avient Corporation and Masimo Corporation, further demonstrates the depth and range of expertise he brings to Medtronic’s Board. Other Public Company Directorships: Telix Pharmaceuticals, Inc. (April 2026 – Present); Avient Corporation (2015 - Present); Anika Therapeutics, Inc. (2024 – June 2026); Masimo Corporation (2024 - 2025) | |
Directors and Nominees
| | Joon S. Lee, M.D. | | | Chief Executive Officer Emory Healthcare | | Age: 64 Director since: 2025 Committees: Compensation and Talent, Quality Experience: Joon S. Lee, MD, is the Executive Vice President for Woodruff Health Sciences, Emory University and Chief Executive Officer of Emory Healthcare, a leading academic health system, comprising 11 hospitals, more than 500 provider locations and nearly 30,000 employees, and over 3,800 physicians practicing in more than 70 specialties. Before joining Emory in July 2023, Dr. Lee had a distinguished 29-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, or TAVR. 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 him 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 | |
Directors and Nominees
| | Gregory P. Lewis | | | Senior Advisor Honeywell International Inc. | | Age: 58 Director since: 2023 Committees: Audit (Chair), 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 becoming CFO, 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 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 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 qualified and valuable Chair of our Audit Committee, and a key member of our Board and Growth Committee. Other Public Company Directorships: None | |
Directors and Nominees
| | Kevin E. Lofton | | | Retired Chief Executive Officer CommonSpirit Health | | Age: 71 Director since: 2020 Committees: Compensation and Talent, 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. He currently serves as Chairman of the Board of MiniMed Group, Inc., a new public company established to operate Medtronic’s Diabetes business, further enhancing his perspective on governance and public company leadership. His long and broad experience leading healthcare provider organizations and his ability to successfully navigate evolving commercial, regulatory, and public policy changes over time provides the Board with valuable perspective and insight. 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: MiniMed Group, Inc. (March 2026 - Present); Gilead Sciences, Inc. (2009 - 2024); Rite Aid Corporation (2013–2022) | |
Directors and Nominees
| | Geoffrey (Geoff) Martha | | | Chairman and Chief Executive Officer Medtronic plc | | Age: 56 Director since: 2019 Committees: Growth (Chair), 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) | |
Directors and Nominees
| | Elizabeth G. Nabel, M.D. | | | Retired President Brigham Health | | Age: 74 Director since: 2014 Committees: Compensation and Talent (Chair), Growth Experience: From 2010 to 2021, Dr. Nabel served as the President of Harvard University-affiliated Brigham Health, which includes Brigham and Women's Hospital, Brigham and Women's Faulkner Hospital, and the Brigham and Women's Physician Organization, and includes operating inpatient and outpatient facilities, clinics, primary care health centers, and diagnostic and treatment technologies, research laboratories, and postgraduate medical and scientific education and training programs. Dr. Nabel was also a Professor of Medicine at Harvard Medical School from 2010 to 2021. Following her retirement from Brigham Health, Dr. Nabel served as Executive Vice President for Strategy at ModeX Therapeutics, from 2021 to 2022, when the company was acquired by OPKO Health, Inc. Following the acquisition, Dr. Nabel also served as Chief Medical Officer for OPKO Health until August 2023. She now serves as a senior advisor for ModeX Therapeutics and its parent company, OPKO Health, which focus on immunotherapies for cancer and infectious disease. 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. She also serves 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 leading an internationally recognized academic medical center and research hospital system, as well as serving in senior roles with research institutions 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 – 2025) | |
Directors and Nominees
| | Kendall J. Powell | | | Retired Chairman and Chief Executive Officer General Mills, Inc. | | Age: 72 Director since: 2007 Committees: Compensation and Talent, 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) | |
Directors and Nominees
Corporate Governance
Compensation Risk Assessment
Compensation Risk Assessment The Company conducted a risk assessment of its compensation policies and practices during fiscal year 2026 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 its Compensation Comparison Group, are not subject to performance risk, and represent 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 reinforces 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 on 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 hold Medtronic stock equal to five times their annual retainer, Medtronic’s CEO to hold Medtronic stock equal to six times his annual salary, and other NEOs to hold Medtronic stock equal to three times their annual salary. •Improper payments or gains from incentives and equity compensation are subject to clawback.
Quality Committee
| Representative, recent discussion topics | Responsibilities: | | •Assessed and advised on the Company’s product quality and compliance performance metrics •Received reports focused on the implementation of the Company’s Quality Strategy initiatives, including packaging and labeling risk mitigation, M&A integration; and landscape monitoring •Reviewed and discussed external impacts to the FDA and other relevant regulators | •Oversees assessment and makes recommendations to the Board regarding the Company’s overall quality strategies and systems to monitor and control product quality, reliability and patient safety, the Company’s commitment to quality and quality systems assessments conducted by the Company and external regulators, the Company’s actions to address material patient safety and product quality issues and field actions, and the Company’s product technology and cybersecurity strategies, systems, and controls to ensure reliability and prevent unauthorized access; •Meets periodically with the Chief Quality Officer and Chief Science, Medical and Regulatory Officer in separate executive sessions to independently assess the Company’s progress in ensuring safety and quality of its products and services; •Oversees risk management in the area of human and animal studies, including the periodic review of policies and procedures related to the conduct of such studies; and •Stays informed of major regulatory changes both domestically and internationally to ensure the Company is poised to meet new standards. |
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 2026, the Nominating and Corporate Governance Committee, in line with recommendations from the Company’s independent compensation consultant, recommended an increase in the equity retainer for independent directors as well as certain changes to the fees for the Company’s Lead Independent Director and for the chairs of our Audit and Compensation and Talent Committees, commensurate with the Compensation Comparison Group. These were the Company’s first changes to director compensation since 2015 and are in line with industry and benchmarking norms to remain competitive. The principal features of the compensation received by the Company’s non-employee directors for fiscal year 2026 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:
Director Compensation
| Director Compensation | FY26 | Starting FY27 | | Annual Cash Retainer | $175,000 | $175,000 | | Committee Chair Stipends: | | | | Audit | $25,000 | $30,000 | | Compensation and Talent | $20,000 | $25,000 | | Nominating and Corporate Governance | $20,000 | $20,000 | | Quality | $20,000 | $20,000 | | Operations | $— | $— | | Growth | $— | $— | | Lead Independent Director Stipend | $40,000 | $45,000 | | Member Audit Committee | $15,000 | $15,000 |
Director Compensation
•Annual Stock Awards – Through fiscal year 2026, each non-employee director received an annual restricted stock unit (RSU) award equal in value to $175,000 (rounded up to the nearest whole share), which vests as described in the Stock Awards section below. Beginning in fiscal year 2027, the annual RSU award granted to non-employee directors increased in value to $200,000 (rounded up to the nearest whole share).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 2026 service as a director. No additional compensation was provided to Mr. Martha for his service as a director on the Board.
Director Compensation
| Non-Employee Director | Fees Earned or Paid in Cash | Stock Awards | Other Compensation(4) | Total | | Craig Arnold | $235,000 | $175,044 | | $410,044 | | Scott C. Donnelly | $190,000 | $175,044 | | $365,044 | | Lidia L. Fonseca | $189,795 | $175,044 | | $364,839 | | Andrea J. Goldsmith, Ph.D. (1) | $90,134 | $— | $83,650 | $173,784 | | John P. Groetelaars (2) | $119,718 | $119,736 | | $239,454 | | Randall J. Hogan, III | $196,484 | $175,044 | | $371,539 | | William R. Jellison (2) | $119,718 | $119,736 | | $239,454 | | Joon S. Lee, M.D. (3) | $149,520 | $149,505 | | $299,025 | | Gregory P. Lewis | $200,000 | $175,044 | | $375,044 | | Kevin E. Lofton | $195,000 | $175,044 | | $370,044 | | Elizabeth G. Nabel, M.D. | $195,000 | $175,044 | | $370,044 | | Kendall J. Powell | $175,000 | $175,044 | | $350,044 |
Director Compensation
(1)Dr. Goldsmith did not stand for reelection at the 2025 Annual General Meeting, and therefore her fiscal year 2026 fees paid in cash were pro-rated to cover the actual number of days she served as a director during fiscal year 2026 prior to her departure. (2)Messrs. Groetelaars and Jellison joined the Board of Directors on August 19, 2025, and therefore their fiscal year 2026 fees paid in cash and RSU awards were pro-rated to cover the actual number of days served as a director during fiscal year 2026. (3)Mr. Lee joined the Board of Directors on June 18, 2025, and therefore his fiscal year 2026 fees paid in cash and RSU award were pro-rated to cover the actual number of days served as a director during fiscal year 2026. (4)Due to conflict of interest policies in place with her new employer, Dr. Goldsmith received a one-time cash payment on October 30, 2025, in lieu of, and equivalent in value to, the pro-rated RSU award to cover her service as a director during fiscal year 2026.
Stock Awards
Stock Awards Amounts reported in the stock awards column represent the grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718, of our annual grant of RSUs. Through fiscal year 2026, directors were annually granted RSUs 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 RSUs vest on the one-year anniversary of the grant date. Dividends paid on Medtronic ordinary shares are credited to a director’s RSU account in the form of additional units, subject to the same vesting and forfeiture conditions as the director’s underlying RSU award. Beginning in fiscal year 2027, directors who join the Board of Directors during the middle of the fiscal year shall be eligible for a pro-rated equity grant for their first year of service, but those new directors who begin service in fiscal year 2027 or subsequently are not eligible for a pro-rated grant upon retirement.
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 each NEO’s target total direct compensation contingent on the achievement of annual and long-term Company performance goals. Accordingly, actual compensation outcomes vary based on the Company’s absolute and relative performance results. | Focus on Quality Quality is the component of our team scorecard that has a direct impact on annual incentive plan payouts. Performance against quality goals can increase or reduce payouts. This focus on quality aligns with the Medtronic Mission “To strive without reserve for the greatest possible reliability and quality in our products.” |
Short- and Long-Term Incentive Payouts
Short- and Long-Term Incentive Payouts The Medtronic Incentive Plan (MIP) is an annual performance-based cash compensation opportunity utilizing pre-established financial and non-financial objectives. PSUs are performance-based equity compensation utilizing both internal financial goals and relative total shareholder return and promote long term stock ownership in Medtronic. The results of the FY26 MIP and FY24-FY26 PSUs are reflected below. Additional details regarding the plan results are available starting on page 45.
Short- and Long-Term Incentive Payouts
| MIP 103% | These results are linked directly to short- and long-term incentives resulting in a 103% payout of the overall Medtronic annual incentive funding pool, and a 101.5% payout to our PSUs, which are subject to a three-year performance period. NEO actual total direct compensation was approximately 67% of the target opportunity as of the end of FY26, due primarily to underwater stock options. | | PSU 101.5% | |
Short- and Long-Term Incentive Payouts
•The values shown for target equity compensation (PSUs, RSUs, Stock Options) reflect the aggregate grant date fair value of each NEO’s equity awards granted in fiscal year 2026, determined in accordance with FASB ASC Topic 718; Compensation – Stock Compensation (consistent with the Summary Compensation Table). •The value for MIP, which is paid in cash, represents the payout target for achieving 100% of target detailed later in the Fiscal Year 2026 MIP Payout Results section. •Actual compensation reflects 103% FY26 MIP payout based upon financial, team and individual performance and the market value of stock options, time-based RSUs and target PSUs based on the year end (April 24, 2026) stock price of $83.32. •Ms. Quinn is not included in this analysis as she was not an employee for the entirety of FY26. As the graphic above illustrates, our pay-for-performance approach aligns with our compensation philosophy. Aggregate FY26 financial performance met our expectations, resulting in annual incentive payouts near target. Our long-term incentive vehicles are fully equity-based, and therefore realizable pay fluctuates with both our financial performance and stock price. For example, the stock option grant was under water as of the end of the fiscal year, with a $91.97 grant price compared to $83.32 fiscal year end price. The Compensation and Talent 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 Compensation Comparison Group in the context of relative performance. Specifically, three-year realizable compensation for the period ending with FY26 was at the 22nd percentile of the Compensation Comparison Group, whereas three-year performance was at the 33rd, 67th and 61st percentiles for total shareholder return, revenue growth, and EPS growth, respectively. The following chart compares Medtronic’s CEO’s realizable compensation and Company performance for the last three completed fiscal years relative to the Compensation Comparison Group. As reflected in the chart, realizable pay was positioned below the Company’s relative performance ranking, demonstrating the disciplined design of the Company’s pay-for-performance program, and our focus on shareholder-aligned outcomes. 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 24, 2026. 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
Short- and Long-Term Incentive Payouts
| | At our 2025 annual general meeting, shareholders again showed strong support for our executive compensation programs with 93.45% of the votes cast approving our named executive officer compensation. |
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 2026. Efforts to gather stakeholder feedback included periodic outreach to our largest shareholders. Based on this feedback and the 93.45% say-on-pay approval by shareholders in 2025, 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.
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 described above, together with the review of non-employee director compensation, is the only work completed by the Independent Consultant for Medtronic, and all such services are provided 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.
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 |
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.
Fiscal Year 2026 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 experience, skills, and sustained performance | | | Benefits | •Market-competitive benefits and perquisites including health, retirement, allowances and certain life event benefits | •Provides the same benefits generally available to Medtronic employees; nonqualified deferred compensation plan provides the same tax planning benefit to executives after adjusting for statutory limitations | | Variable at Risk | MIP | •Performance-based cash compensation opportunity using both financial and nonfinancial metrics ◦Financial metrics are organic revenue growth, non-GAAP diluted EPS, and free cash flow ◦Nonfinancial measure is Quality | •Encourages sustained performance improvements in key financial areas that drive total shareholder return and in the nonfinancial area of Quality, which supports our strategy | | | PSUs | •Performance-based equity compensation using both internal financial goals and relative total shareholder return ◦Organic Revenue Growth 3-year simple average ◦Relative TSR versus the S&P 500 Healthcare Equipment Index 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 interests •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 | | | RSUs | •Vest 100% on the 3rd anniversary of grant date | •Promotes long-term stock ownership in Medtronic •Encourages retention |
Fiscal Year 2026 Compensation Decisions
| Name | FY25 MIP Target | FY26 MIP Target | % Increase/ (Decrease) | | Geoff Martha | 150% | 160% | 10% | | Thierry Piéton | 110% | 110% | —% | | Brett Wall | 100% | 100% | —% | | Mike Marinaro | 100% | 100% | —% | | Michelle Quinn (1) | N/A | 100% | N/A |
Fiscal Year 2026 MIP Payout Results
Fiscal Year 2026 MIP Payout Results The Compensation and Talent Committee uses the Board-approved annual operating plan to establish rigorous but appropriate financial performance expectations and nonfinancial objectives that are key to our sustained long-term success. In fiscal year 2026, the Compensation and Talent Committee, in consultation with management and the Independent Consultant, maintained a plan design that was substantially consistent with the prior year. However, beginning in fiscal year 2026, the quality modifier on the Team scorecard may increase or decrease the payout for senior executives, including NEOs.
Fiscal Year 2026 MIP Design
Fiscal Year 2026 MIP Design
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% | (5.27)% | 5.25% | 10.51% | 5.8% Above Target | 37% | | Diluted EPS (Non-GAAP) | Earnings both from operating efficiency and financial management are a key driver of returns to shareholders. | 33% | $4.88 | $5.74 | $6.31 | $5.49 Below Target | 28% | | Free Cash Flow (Non-GAAP) ($ in millions) | Free cash flow is a key driver of shareholder returns and captures items not included in non-GAAP diluted EPS, such as litigation, tax payments and benefits not associated with balance sheet transactions. Free Cash Flow may also be adjusted to avoid timing-based windfalls on large items. | 33% | $3,418 | $4,883 | $5,860 | $5,036 Above Target | 38% | | Total Payout as a % of Target | | | | | | | 103% |
Team Performance Scorecard
| Quality | FY26 Target | Category Weight | Result | Payout | | Findings/Inspections (FDA 483) | ≤ 0.45 | 25.0% | 0.67 | 24.7% | | Findings/Inspections (MDSAP) | ≤ 0.01 | | 0.00 | | | On-time FCA Execution | ≥93% | 25.0% | 98.0% | 25.0% | | Complaint (Open) Timeliness | ≥87% | 25.0% | 90.0% | 25.0% | | Classic CAPA Timeliness through Action Phase | ≥85% | 25.0% | 96.0% | 28.7% | | Total Quality Actual Performance | | | | 103.4% | | Total Quality Component Adjusted (FDA Warning Letter) (1) | | | | N/A | | Adjusted Team Scorecard Result (2) | | | | 100.0% |
Total FY26 Annual MIP Payout Results
Total FY26 Annual MIP Payout Results Based on the financial, team, and individual performance results, the total MIP payouts for each NEO are as follows:
Total FY26 Annual MIP Payout Results
| Name | Medtronic PerformanceX | Team Performance ScorecardX | Individual Performance Scorecard | FY26 Total Performance | FY26 MIP Target | FY26 MIP Award | | Geoff Martha | 103.0% | 100.0% | 100% | 103% | 160% | $2,307,200 | | Thierry Piéton | 103.0% | 100.0% | 100% | 103% | 110% | $963,050 | | Brett Wall | 103.0% | 100.0% | 100% | 103% | 100% | $824,000 | | Mike Marinaro | 103.0% | 100.0% | 115% | 118% | 100% | $971,290 | | Michelle Quinn (1) | 103.0% | 100.0% | 100% | 103% | 100% | $617,423 |
Total FY26 Annual MIP Payout Results
(1)Ms. Quinn’s MIP payment is prorated for a payout of 74.93% to reflect her time employed during the FY26 MIP period, based on her start date of July 21, 2025. FISCAL YEAR 2026 LONG-TERM INCENTIVE PLAN (LTIP) The Medtronic long-term incentive program, or LTIP, explicitly links a significant portion of our NEOs’ 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 FY26 target long-term incentive value for each NEO as compared to FY25:
Total FY26 Annual MIP Payout Results
| Name | FY25 LTIP Target | | FY26 LTIP Target | | % Increase (2) | | Geoff Martha | | 16,000,000 | | 17,250,000 | 7.8% | | Thierry Piéton | | 4,000,000 | | 4,000,000 | —% | | Brett Wall | | 4,250,000 | | 4,500,000 | 5.9% | | Mike Marinaro | | 4,000,000 | | 4,500,000 | 12.5% | | Michelle Quinn (1) | N/A | | | 2,500,000 | N/A |
Total FY26 Annual MIP Payout Results
(1)Medtronic compensated Ms. Quinn for the loss of certain compensation from a previous employer by providing a New Hire RSU award with a grant date value of $1.5 million, which will vest 33.3% per year starting one year after the date of grant. This amount is not included in the table above. (2)Medtronic increased individual target awards for the CEO and Messrs. Wall and Marinaro to maintain alignment with our compensation positioning philosophy, which is to position pay at the median of our Compensation Comparison Group factoring in expertise and performance, as well as internal equity amongst peers. As noted in our compensation philosophy, the long-term incentive design is intended to be market competitive, performance-based, shareholder-aligned, and to encourage long-term retention and stock ownership. Therefore, we have used a portfolio approach in the design of our long-term incentive program, including PSUs, stock options, and time-based RSUs.
PSUs
PSUs Our PSU 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:
PSUs
| Measure | Payout Range | | Weight | | | 3-Yr Average Organic 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 | |
PSUs
(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. Organic revenue growth and return on invested capital are considered non-GAAP financial measures under applicable SEC rules and regulations. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure is included in Appendix A of this proxy statement. 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 average organic 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.
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.
RSUs
RSUs RSUs represent 20% of the target LTIP value and are intended to assist in retaining high performing executives and aligning executives’ compensation with shareholders through long-term stock ownership. The RSU grants cliff vest (100%) on the third anniversary of the grant date.
Fiscal Years 2024 — 2026 PSU Payout Results
Fiscal Years 2024 — 2026 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 FY24 and was completed at the end of FY26. The results were assessed relative to the following pay and performance ranges:
Fiscal Years 2024 — 2026 PSU Payout Results
| Metric | Weight | Performance Range | | | | | | | | | | | | Revenue Growth | 50.00% | 2.0% | 2.6% | 3.2% | 3.8% | 4.4% | 5.0% | 5.4% | 5.8% | 6.2% | 6.6% | 7.0% | | 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% |
Fiscal Years 2024 — 2026 PSU Payout Results
| ROIC Modifier | <10% | ≥10% | | Payout Range | 30% Reduction | No Reduction |
Fiscal Years 2024 — 2026 PSU Payout Results
Payments of awards for this PSU performance period were made following certification by the Compensation and Talent Committee during FY27. The following table shows the results for FY24–FY26 PSUs and the resulting total payout percentage:
Fiscal Years 2024 — 2026 PSU Payout Results
| Element | Revenue Growth | Relative TSR | | Actual Result (1) | 5.3% | 44P | | PSU Target | 5.0% | 50P | | Payout Level | 115.0% | 88.0% | | Objective Weight | 50.0% | 50.0% | | Weighted Payout Percent | 57.5% | 44.0% | | PAYOUT PERCENT | | 101.5% | | ROIC Modifier | | N/A | | TOTAL PAYOUT PERCENT | | 101.5% |
Fiscal Years 2024 — 2026 PSU Payout Results
(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. The Organic Revenue Growth for fiscal years 2026, 2025, and 2024 were 5.8%, 4.9%, 5.2%, respectively, averaging to 5.3%. The reconciliation of reported revenue growth to Organic Revenue Growth for fiscal year 2026 is included in Appendix A. For prior year non-GAAP reconciliations for Organic Revenue Growth, refer to the Schedule 14A Proxy filings filed with the SEC in previous years. PSU PAYMENTS
Fiscal Years 2024 — 2026 PSU Payout Results
| Name | FY24-FY26 Actual Performance | FY24-FY26 Target Shares | FY24-FY26 Shares Paid | | Geoff Martha | 101.5% | 85,461 | 86,743 | | Thierry Piéton | N/A | N/A | N/A | | Brett Wall | 101.5% | 24,214 | 24,578 | | Mike Marinaro | 101.5% | 17,093 | 17,350 | | Michelle Quinn | N/A | N/A | N/A |
Fiscal Year 2027 PSU Design Change
Fiscal Year 2027 PSU Design Change In fiscal year 2026, the Compensation and Talent Committee, in consultation with management and the Independent Consultant, modified the PSU design for senior executives, including NEOs. Specifically, the Compensation and Talent Committee added Gross Margin because it is a critical metric for Medtronic that will support shareholder value creation. Beginning in fiscal year 2027, the PSU metric mix will change from an equal blend of Revenue Growth and Relative TSR (50% weight for each goal) with a ROIC modifier to an equal blend of Revenue Growth and Gross Margin with a Relative TSR modifier. There are no other changes to the overall framework as the LTIP will maintain the same equity mix of 50% PSUs, 30% stock options and 20% Time-Based RSUs.
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 RSUs, and shares held in the tax-qualified and nonqualified retirement and deferred compensation plans count toward the guideline. For share issuances (RSU 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 1, 2026, all NEOs are in compliance with the stock ownership and retention policy. Mr. Piéton and Ms. Quinn have not yet reached their applicable ownership thresholds due to their recent appointments as executive officers, but each is in compliance with the policy’s retention requirements. 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, RSU, and PSU 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 the Compensation and Talent Committee’s 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 2026, 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.
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 17 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 1, 2026, all NEOs are in compliance with the stock ownership and retention guidelines. Mr. Piéton and Ms. Quinn have not yet reached their applicable ownership thresholds due to their recent appointments as executive officers, but each is in compliance with the policy’s retention requirements. •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 organic 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 2026 found that no compensation programs, policies, or practices were likely to have a material adverse impact on Medtronic.
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 that are generally given to full time, U.S. employees. All employees participate in the same health care plans by geography. 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, and except for participation in a market-competitive nonqualified deferred compensation plan, which is offered to employees at the vice president level and above and other highly compensated employees, including our NEOs. Our business allowance policy and nonqualified deferred compensation plan are 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 provides 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 COC 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 Personal Investment Account (PIA) was 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. Messrs. Martha and Marinaro participate in the PIA. Under the PIA, the Company contributes 5% of eligible compensation each year. Employees hired on or after January 1, 2016 are eligible for the Medtronic Core Contribution (MCC) feature in the 401(k) plan. Additionally, employees who were rehired on or after July 1, 2020 are no longer permitted to re-enter the PIA benefits. Instead, such employees are only eligible for the MCC feature, which is a defined contribution plan in which employees receive a contribution equal to 3% of eligible pay at the end of the fiscal year. MCC contributions vest 100% after three years of employment. Messrs. Piéton and Wall and Ms. Quinn participate in the MCC. Additional details regarding the PIA, and MCC plans are provided starting on page 68 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 PIA 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, 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 2026 ranged from $24,000 to $40,000. Additionally, it is occasionally appropriate for NEOs to be accompanied during business travel by their spouses. The expenses associated with such travel are considered taxable income. The business allowances and travel expenses are included in the “All Other Compensation” column of the Summary Compensation Table below.
2026 Summary Compensation Table
2026 Summary Compensation Table The following table summarizes all compensation for each of the last three fiscal years awarded to, earned by, or paid to individuals serving as the Company’s CEO, CFO, and three other most highly compensated executive officers during fiscal year 2026 (collectively, the named executive officers or NEOs). Please refer to the section entitled “Compensation Discussion and Analysis” beginning on page 37 of this proxy statement for a description of the compensation components for Medtronic’s NEOs. A narrative description of the material factors necessary to understand the information is provided below in the Summary Compensation Table.
2026 Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards (5) ($) | Option Awards (6) ($) | Non-Equity Incentive Plan Compensation (7) ($) | All Other Compensation ($) | Total ($) | | Geoff Martha | 2026 | $1,399,039 | $— | $13,672,200 | $5,175,559 | $2,307,200 | $386,255 | $22,940,252 | | Chairman and Chief Executive Officer | 2025 | $1,350,000 | $— | $12,625,000 | $4,800,365 | $1,883,250 | $581,443 | $21,240,058 | | | 2024 | $1,350,000 | $— | $12,023,903 | $4,499,959 | $1,905,272 | $305,496 | $20,084,630 | | Thierry Piéton (1) | 2026 | $849,648 | $2,000,000 | $3,170,470 | $1,200,139 | $963,050 | $404,079 | $8,587,387 | | EVP, Chief Financial Officer | 2025 | $138,517 | $— | $4,190,625 | $600,056 | $141,975 | $141,274 | $5,212,448 | | Brett Wall (2) | 2026 | $799,519 | $— | $3,566,703 | $1,350,152 | $824,000 | $381,050 | $6,921,425 | | Former EVP & President, Neuroscience Portfolio | 2025 | $774,519 | $— | $4,537,157 | $1,725,131 | $720,750 | $363,656 | $8,121,213 | | | 2024 | $749,358 | $— | $3,406,800 | $1,274,992 | $670,610 | $334,272 | $6,436,032 | | Mike Marinaro (3) | 2026 | $819,616 | $— | $3,566,703 | $1,350,152 | $971,290 | $125,075 | $6,832,836 | | EVP & President Medical Surgical Portfolio & Americas | | | | | | | | | | Michelle Quinn (4) | 2026 | $600,000 | $1,100,000 | $3,481,600 | $750,082 | $617,423 | $170,065 | $6,719,170 | | EVP, General Counsel and Secretary | | | | | | | | |
2026 Summary Compensation Table
(1)Mr. Piéton was not a named executive officer in fiscal year 2024. The bonus column represents the cash sign on award paid to Mr. Piéton to make up for forfeited compensation from a previous employer. For Mr. Piéton, an amount representing a vacation payout for his time employed by Medtronic in Switzerland was paid upon his move to the U.S. at the beginning of FY26. This amount paid in Swiss francs were translated to U.S. dollars as of April 24, 2026 at a rate of 1 Swiss Franc = 1.26438 U.S. Dollars and is included in the “Salary” column. (2)After the close of the fiscal year, Mr. Wall stepped down as EVP and President, Neuroscience Portfolio, effective June 1, 2026, and he will leave the organization on September 1, 2026. (3)Mr. Marinaro was not a named executive officer in fiscal years 2024 or 2025. (4)Ms. Quinn was not a named executive officer in fiscal years 2024 or 2025 and joined the Company on July 21, 2025. The “Bonus” column represents the cash sign on award paid to Ms. Quinn to make up for forfeited compensation from a previous employer. A portion of the stock awards represents forfeited compensation from a previous employer. As noted above, Ms. Quinn’s MIP payment is prorated to reflect her time employed during the FY26 MIP period. (5)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 our Annual Report on Form 10-K for fiscal year 2026. See Stock Awards section below for more details. (6)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 Annual Report on Form 10-K for fiscal year 2026. (7)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 2026 Nonqualified Deferred Compensation Table on page 66 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. BONUS The “Bonus” column represents the cash sign on awards paid to Mr. Piéton and Ms. Quinn to make up for forfeited compensation from their previous employers. STOCK AWARDS Amounts reported in the “Stock Awards” column for FY26 represent aggregate grant date fair value of PSUs and grants of RSUs under the 2021 Medtronic plc Long Term Incentive Plan. The grant date fair value of the RSUs and PSUs has been determined in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. The fair value of the RSUs is equal to the closing stock price of the Company on the grant date. The PSUs includes three metrics: relative total shareholder return (rTSR), revenue growth, and return on invested capital (ROIC). The Company calculates the fair value of the performance share units for each component individually. The fair value of the rTSR metric is determined using the Monte Carlo valuation model. The fair value of the revenue growth and ROIC metrics are equal to the closing stock price of the Company on the grant date. For purposes of the Summary Compensation Table, we have assumed the PSU awards will vest at target. Accordingly, the grant date fair value was determined by multiplying the number of PSUs awarded by fair value per share on the date of grant. For PSUs granted in FY26, the maximum potential payout is $20,444,258, $4,740,846, $5,333,370, $5,333,370 and $2,963,056, for Messrs. Martha, Piéton, Wall and Marinaro, and Ms. Quinn, 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 2026 Grants of Plan-Based Awards table on page 60 and the footnotes to the 2026 Outstanding Equity Awards at Fiscal Year End table on page 62 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 Annual Report on Form 10-K for fiscal year 2026. 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 Annual Report on Form 10-K for fiscal year 2026. 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 2026 Nonqualified Deferred Compensation table on page 66 of this proxy statement). For a more detailed description of the terms of the non-equity incentive plan awards, see page 45 of the Compensation Discussion and Analysis. ALL OTHER COMPENSATION The “All Other Compensation” column includes the following:
2026 Summary Compensation Table
| Name | Perquisites and Other Personal Benefits (1) | Tax Reimbursement (2) | Company Contributions to Defined Contribution Plans (3) | Total | | Geoff Martha | $210,338 | $— | $175,916 | $386,255 | | Thierry Piéton | $204,065 | $18,453 | $181,561 | $404,079 | | Brett Wall | $157,800 | $165,840 | $57,410 | $381,050 | | Mike Marinaro | $29,400 | $5,692 | $89,983 | $125,075 | | Michelle Quinn | $98,682 | $44,979 | $26,404 | $170,065 |
2026 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 $157,892 attributable to personal use of Company aircraft and $12,446 for personal security services. •Mr. Piéton includes a $23,262 business allowance, $175,403 in relocation expenses and personal security services. •Mr. Wall includes a $24,000 business allowance and $128,400 in relocation expense and personal security services. •Mr. Marinaro includes a $24,000 business allowance and personal security services. •Ms. Quinn includes an $18,000 business allowance and $76,632 in relocation expense 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)This column represents a gross-up of taxes related to the following: •Mr. Piéton includes an $18,446 relocation gross-up and service award tax assistance. •Mr. Wall includes a $151,776 relocation gross-up and $13,895 President’s Club trip/award gross-up. •Ms. Quinn includes a $44,979 relocation gross-up. (3)This amount reflects the contribution by Medtronic to match contributions NEOs elected to make to the Medtronic Savings and Investment Plan, our 401(k) plan. Medtronic provides an automatic matching contribution equal to 50% of a participant’s elective deferrals up to 6% of eligible compensation. The Company 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 2026 the Diluted EPS (Non-GAAP) achievement was $5.53, which equaled a $0.562 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 $164,114 in Company contributions to the qualified ($17,500) and nonqualified PIA ($146,614). The amount for Mr. Marinaro includes $78,181 in Company contributions to the qualified ($17,500) and the nonqualified PIA ($60,681). 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. Piéton includes $169,759 in Company contributions to the qualified ($10,500), the nonqualified MCC ($14,215), and the special 8% NRPS benefit ($145,044), calculated on FY26 Base Pay and FY26 MIP paid. This contribution will continue up to and will include the fiscal year in which Mr. Piéton attains age 62. The amount for Mr. Wall includes $45,608 in Company contributions to the qualified ($10,500) and the nonqualified MCC ($35,108). The amount for Ms. Quinn includes $18,000 in Company contributions to the qualified ($10,500) and the nonqualified MCC ($7,500). For additional information on the nonqualified PIA plan and nonqualified MCC plan, see the 2026 Nonqualified Deferred Compensation table on page 66.
2026 Grants of Plan-Based Awards
2026 Grants of Plan-Based Awards The following table summarizes all plan-based award grants to each of the NEOs during fiscal year 2026. Threshold amounts assume attainment of plan performance thresholds. You should refer to the Compensation Discussion and Analysis sections entitled “Fiscal Year 2026 MIP” on page 45 and “Fiscal Year 2026 Long-Term Incentive Plan (LTIP)” beginning on page 48 to understand how plan-based awards are determined. A narrative description of the material factors necessary to understand the information in the table is provided below.
2026 Grants of Plan-Based Awards
| | | | | | | | | | | All other stock awards: Number of Shares of Stock or Units (#) | All other option awards: Number of Securities Underlying Options (#) | Option Exercise or Base Price of Option Awards ($/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 (#) | | | | | | Geoff Martha | MIP | | | 1,120,000 | 2,240,000 | 4,480,000 | | | | | | | | | | PSU | 7/28/2025 | 6/18/2025 | | | | 46,891 | 93,781 | 187,562 | | | | 10,222,129 | | | OPT | 7/28/2025 | 6/18/2025 | | | | | | | | 264,518 | 91.97 | 5,175,559 | | | RSU | 7/28/2025 | 6/18/2025 | | | | | | | 37,513 | | | 3,450,071 | | Thierry Piéton | MIP | | | 467,500 | 935,000 | 1,870,000 | | | | | | | | | | PSU | 7/28/2025 | 6/18/2025 | | | | 10,874 | 21,747 | 43,494 | | | | 2,370,423 | | | OPT | 7/28/2025 | 6/18/2025 | | | | | | | | 61,338 | 91.97 | 1,200,139 | | | RSU | 7/28/2025 | 6/18/2025 | | | | | | | 8,699 | | | 800,047 | | Brett Wall | MIP | | | 400,000 | 800,000 | 1,600,000 | | | | | | | | | | PSU | 7/28/2025 | 6/18/2025 | | | | 12,233 | 24,465 | 48,930 | | | | 2,666,685 | | | OPT | 7/28/2025 | 6/18/2025 | | | | | | | | 69,005 | 91.97 | 1,350,152 | | | RSU | 7/28/2025 | 6/18/2025 | | | | | | | 9,786 | | | 900,018 | | Mike Marinaro | MIP | | | 410,000 | 820,000 | 1,640,000 | | | | | | | | | | PSU | 7/28/2025 | 6/18/2025 | | | | 12,233 | 24,465 | 48,930 | | | | 2,666,685 | | | OPT | 7/28/2025 | 6/18/2025 | | | | | | | | 69,005 | 91.97 | 1,350,152 | | | RSU | 7/28/2025 | 6/18/2025 | | | | | | | 9,786 | | | 900,018 | | Michelle Quinn | MIP | | | 400,000 | 800,000 | 1,600,000 | | | | | | | | | | PSU | 7/28/2025 | 6/18/2025 | | | | 6,796 | 13,592 | 27,184 | | | | 1,481,528 | | | OPT | 7/28/2025 | 6/18/2025 | | | | | | | | 38,336 | 91.97 | 750,082 | | | RSU | 7/28/2025 | 6/18/2025 | | | | | | | 5,437 | | | 500,041 | | | RSU (2) | 7/28/2025 | 6/18/2025 | | | | | | | 16,310 | | | 1,500,031 |
2026 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 and Analysis, Medtronic’s financial performance including organic 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) Ms. Quinn received a one-time replacement grant in conjunction with her hiring. 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 2026 MIP funding pool. Earned payouts under the MIP for annual organic revenue growth, diluted EPS, and free cash flow can range from 50% to 200%. The team scorecard can modify the funding pool between 90% and 110% 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 2026-2028 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 33.3% per year over 3 years for Ms. Quinn’s one-time RSU award. Unvested RSUs receive 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 2026 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 Annual Report on Form 10-K for fiscal year 2026.
2026 Outstanding Equity Awards at Fiscal Year End
2026 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 2026. The market or payout value of unearned shares, units or other rights that have not vested is based on $83.32, which was the closing price of Medtronic’s ordinary shares on the NYSE on April 24, 2026, and for PSU awards presumes that the target performance goals are met.
2026 Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | | | | Stock Awards | | | | | | | | Number of Securities Underlying Unexercised Options (#) | | | | Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Unearned Shares, Units, or Other Rights That Have Not Vested | | | Name | Grant Date | Vesting Type | Exercisable | Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number (#) (2) | Market Value ($) | Number (#) (2) | Market or Payout Value ($) | | Geoff Martha | Options | | | | | | | | | | | | 8/1/2016 | 4-Year Ratable | 1,136 | — | 88.06 | 8/1/2026 | | | | | | | 8/1/2016 | 4-Year Ratable | 34,825 | — | 88.06 | 8/1/2026 | | | | | | | 7/31/2017 | 4-Year Ratable | 1,191 | — | 83.97 | 7/31/2027 | | | | | | | 7/31/2017 | 4-Year Ratable | 39,697 | — | 83.97 | 7/31/2027 | | | | | | | 7/30/2018 | 4-Year Ratable | 1,695 | — | 89.08 | 7/30/2028 | | | | | | | 7/30/2018 | 4-Year Ratable | 67,782 | — | 89.08 | 7/30/2028 | | | | | | | 7/29/2019 | 4-Year Ratable | 81,820 | — | 103.26 | 7/29/2029 | | | | | | | 7/29/2019 | 4-Year Ratable | 1,615 | — | 103.26 | 7/29/2029 | | | | | | | 10/28/2019 | 4-Year Ratable | 65,170 | — | 106.22 | 10/28/2029 | | | | | | | 8/3/2020 | 4-Year Ratable | 212,529 | — | 97.33 | 8/3/2030 | | | | | | | 8/3/2020 | 4-Year Ratable | 71,158 | — | 97.33 | 8/3/2030 | | | | | | | 8/2/2021 | 4-Year Ratable | 162,731 | — | 131.26 | 8/2/2031 | | | | | | | 8/1/2022 | 4-Year Ratable | 168,747 | 56,249 | 93.08 | 8/1/2032 | | | | | | | 7/31/2023 | 4-Year Ratable | 120,345 | 120,346 | 87.76 | 7/31/2033 | | | | | | | 7/29/2024 | 4-Year Ratable | 73,920 | 221,760 | 80.00 | 7/29/2034 | | | | | | | 7/28/2025 | 4-Year Ratable | — | 264,518 | 91.97 | 7/28/2035 | | | | | | | RSUs | | | | | | | | | | | | 7/31/2023 | 3-Year Cliff | | | | | 35,876 | 2,989,188 | | | | | 7/29/2024 | 3-Year Cliff | | | | | 40,537 | 3,377,543 | | | | | 7/28/2025 | 3-Year Cliff | | | | | 36,794 | 3,065,676 | | | | | PSUs | | | | | | | | | | | | 7/29/2024 | 3-Year Cliff | | | | | | | 105,720 | 8,808,590 | | | 7/28/2025 | 3-Year Cliff | | | | | | | 95,954 | 7,994,887 | | Thierry Piéton | Options | | | | | | | | | | | | 3/3/2025 | 4-Year Ratable | 7,393 | 22,181 | 94.30 | 3/3/2035 | | | | | | | 7/28/2025 | 4-Year Ratable | — | 61,338 | 91.97 | 7/28/2035 | | | | | | | RSUs | | | | | | | | | | | | 3/3/2025 | 3-Year Cliff | | | | | 4,412 | 367,608 | | | | | 3/3/2025 | 3-Year Ratable | | | | | 18,383 | 1,531,672 | | | | | 7/28/2025 | 3-Year Cliff | | | | | 8,901 | 741,631 | | | | | PSUs | | | | | | | | | | | | 3/3/2025 | 3-Year Cliff | | | | | | | 11,029 | 918,936 | | | 7/28/2025 | 3-Year Cliff | | | | | | | 22,251 | 1,853,953 | | Brett Wall (1) | Options | | | | | | | | | | | | 8/1/2016 | 4-Year Ratable | 11,356 | — | 88.06 | 8/1/2026 | | | | | | | 8/1/2016 | 4-Year Ratable | 1,136 | — | 88.06 | 8/1/2026 | | | | | | | 7/31/2017 | 4-Year Ratable | 11,910 | — | 83.97 | 7/31/2027 | | | | | | | 7/31/2017 | 4-Year Ratable | 1,191 | — | 83.97 | 7/31/2027 | | | | | | | 7/30/2018 | 4-Year Ratable | 16,946 | — | 89.08 | 7/30/2028 | | | | | | | 7/30/2018 | 4-Year Ratable | 1,695 | — | 89.08 | 7/30/2028 | | | | |
2026 Outstanding Equity Awards at Fiscal Year End
| | 7/29/2019 | 4-Year Ratable | 1,615 | — | 103.26 | 7/29/2029 | | | | | | | 7/29/2019 | 4-Year Ratable | 24,223 | — | 103.26 | 7/29/2029 | | | | | | | 10/28/2019 | 4-Year Ratable | 22,579 | — | 106.22 | 10/28/2029 | | | | | | | 8/3/2020 | 4-Year Ratable | 60,453 | — | 97.33 | 8/3/2030 | | | | | | | 8/3/2020 | 4-Year Ratable | 1,575 | — | 97.33 | 8/3/2030 | | | | | | | 8/3/2020 | 4-Year Ratable | 23,930 | — | 97.33 | 8/3/2030 | | | | | | | 8/2/2021 | 4-Year Ratable | 45,565 | — | 131.26 | 8/2/2031 | | | | | | | 8/2/2021 | 4-Year Ratable | 1,085 | — | 131.26 | 8/2/2031 | | | | | | | 8/1/2022 | 4-Year Ratable | 44,574 | 14,859 | 93.08 | 8/1/2032 | | | | | | | 7/31/2023 | 4-Year Ratable | 34,098 | 34,098 | 87.76 | 7/31/2033 | | | | | | | 7/29/2024 | 4-Year Ratable | 26,565 | 79,695 | 80.00 | 7/29/2034 | | | | | | | 7/28/2025 | 4-Year Ratable | — | 69,005 | 91.97 | 7/28/2035 | | | | | | | RSUs | | | | | | | | | | | | 7/31/2023 | 3-Year Cliff | | | | | 10,133 | 844,282 | | | | | 7/29/2024 | 3-Year Cliff | | | | | 14,521 | 1,209,890 | | | | | 7/28/2025 | 3-Year Cliff | | | | | 9,567 | 797,122 | | | | | PSUs | | | | | | | | | | | | 7/29/2024 | 3-Year Cliff | | | | | | | 37,994 | 3,165,660 | | | 7/28/2025 | 3-Year Cliff | | | | | | | 25,032 | 2,085,666 | | Mike Marinaro | Options | | | | | | | | | | | | 8/1/2016 | 4-Year Ratable | 4,600 | — | 88.06 | 8/1/2026 | | | | | | | 8/1/2016 | 4-Year Ratable | 1,136 | — | 88.06 | 8/1/2026 | | | | | | | 5/1/2017 | 4-Year Ratable | 4,777 | — | 83.74 | 5/1/2027 | | | | | | | 7/31/2017 | 4-Year Ratable | 1,191 | — | 83.97 | 7/31/2027 | | | | | | | 7/31/2017 | 4-Year Ratable | 3,216 | — | 83.97 | 7/31/2027 | | | | | | | 7/30/2018 | 4-Year Ratable | 1,695 | — | 89.08 | 7/30/2028 | | | | | | | 7/30/2018 | 4-Year Ratable | 4,576 | — | 89.08 | 7/30/2028 | | | | | | | 10/29/2018 | 4-Year Ratable | 7,399 | — | 89.45 | 10/29/2028 | | | | | | | 7/29/2019 | 4-Year Ratable | 21,532 | — | 103.26 | 7/29/2029 | | | | | | | 7/29/2019 | 4-Year Ratable | 1,615 | — | 103.26 | 7/29/2029 | | | | | | | 8/3/2020 | 4-Year Ratable | 1,575 | — | 97.33 | 8/3/2030 | | | | | | | 8/3/2020 | 4-Year Ratable | 19,836 | — | 97.33 | 8/3/2030 | | | | | | | 8/3/2020 | 4-Year Ratable | 20,781 | — | 97.33 | 8/3/2030 | | | | | | | 8/2/2021 | 4-Year Ratable | 14,321 | — | 131.26 | 8/2/2031 | | | | | | | 8/2/2021 | 4-Year Ratable | 1,085 | — | 131.26 | 8/2/2031 | | | | | | | 8/1/2022 | 4-Year Ratable | 1,062 | 354 | 93.08 | 8/1/2032 | | | | | | | 8/1/2022 | 4-Year Ratable | 19,105 | 6,369 | 93.08 | 8/1/2032 | | | | | | | 7/31/2023 | 4-Year Ratable | 24,069 | 24,070 | 87.76 | 7/31/2033 | | | | | | | 7/29/2024 | 4-Year Ratable | 25,410 | 76,230 | 80.00 | 7/29/2034 | | | | | | | 7/28/2025 | 4-Year Ratable | — | 69,005 | 91.97 | 7/28/2035 | | | | | | | RSUs | | | | | | | | | | | | 8/20/2021 | 5-Year Graded | | | | | 2,221 | 185,054 | | | | | 7/31/2023 | 3-Year Cliff | | | | | 7,160 | 596,571 | | | | | 7/29/2024 | 3-Year Cliff | | | | | 13,905 | 1,158,565 | | | | | 7/28/2025 | 3-Year Cliff | | | | | 9,577 | 797,956 | | | | | PSUs | | | | | | | | | | | | 7/29/2024 | 3-Year Cliff | | | | | | | 36,342 | 3,028,015 | | | 7/28/2025 | 3-Year Cliff | | | | | | | 25,032 | 2,085,666 | | Michelle Quinn | Options | | | | | | | | | | | | 7/28/2025 | 4-Year Ratable | — | 38,336 | 91.97 | 7/28/2035 | | | | | | | RSUs | | | | | | | | | | | | 7/28/2025 | 3-Year Cliff | | | | | 5,563 | 463,509 | | | | | 7/28/2025 | 3-Year Ratable | | | | | 16,688 | 1,390,444 | | | | | PSUs | | | | | | | | | |
2026 Outstanding Equity Awards at Fiscal Year End
| 7/28/2025 | 3-Year Cliff | 13,907 | 1,158,731 |
2026 Option Exercises and Stock Vested
2026 Option Exercises and Stock Vested The table below includes information related to options exercised and vesting of stock awards during fiscal year 2026 by each of the NEOs. The table also includes the value realized for such options and stock awards. For options, the value realized on exercise is equal to the difference between the market price of the underlying shares at exercise and the exercise price of the options. For stock awards, the value realized on vesting is equal to the market price of the underlying shares at vesting.
2026 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Geoff Martha (1) | 40,600 | 460,404 | 184,432 | 15,921,947 | | Thierry Piéton | — | — | 9,114 | 881,415 | | Brett Wall (1) | — | — | 50,543 | 4,358,154 | | Mike Marinaro (1) | 3,126 | 35,449 | 32,636 | 2,824,213 | | Michelle Quinn | — | — | — | — |
2026 Option Exercises and Stock Vested
(1)Prior to fiscal year 2024 grants, PSU awards cliff vested after three years. For fiscal year 2024 PSU grants and subsequent, the awards vest at the end of the performance period, which aligns with the third fiscal year end after grant. As a result of this change, the Company has two PSU cycles that vested during fiscal year 2026 (fiscal year 2023-2025 performance period and 2024-2026 performance period). As a result, the numbers for Messrs. Martha, Wall and Marinaro also include shares acquired under the PSU plan for the fiscal year 2024-2026 performance period that vested April 24, 2026 and were paid in fiscal year 2027 upon certification of the performance results by the Compensation and Talent Committee.
2026 Pension Benefits
2026 Pension Benefits The table below includes information with respect to Medtronic’s pension plans for each of the NEOs as of April 24, 2026, which is the measurement date used for financial statement reporting purposes. A narrative description of Mr. Martha’s account is contained in the footnote.
2026 Pension Benefits
| Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Geoff Martha (1) | Medtronic NRPS | 14.667 | $— | $— |
2026 Pension Benefits
Medtronic NRPS = Nonqualified Retirement Plan Supplement (1)Mr. Martha was a participant in the tax-qualified GE Pension Plan with his former employer. Upon hire in 2011, Mr. Martha was provided a special benefit to his NRPS. Upon retirement, Mr. Martha receives the present value of the amount that he would have received from the GE Pension Plan as if he had continued to work at GE until retirement, less the sum of: (a) the value of Mr. Martha’s vested PIA account at retirement, (b) the value of Mr. Martha’s vested NRPS account at retirement; and (c) the present value of the benefit Mr. Martha was actually entitled to receive under the GE Pension plan as of November 28, 2011. This amount will be paid as a lump sum.
2026 Nonqualified Deferred Compensation
2026 Nonqualified Deferred Compensation
2026 Nonqualified Deferred Compensation
| Name | | Executive Contributions in Last FY (2) ($) | Registrant’s Contributions in Last FY (3) ($) | Aggregate Earnings in Last FY (4) ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last FYE (5) ($) | | Geoff Martha | CAP | $— | $— | $686,583 | $— | $4,097,886 | | | NRPS | $— | $146,614 | $255,548 | $— | $1,548,604 | | Thierry Piéton (1) | CAP | $— | $— | $— | $— | $— | | | NRPS | $— | $159,259 | $— | $— | $159,259 | | Brett Wall | CAP | $— | $— | $66,878 | $— | $397,177 | | | NRPS | $— | $35,108 | $43,178 | $— | $299,990 | | Mike Marinaro | CAP | $702,315 | $— | $945,226 | $— | $4,450,350 | | | NRPS | $— | $60,681 | $218,947 | $— | $1,020,400 | | | ESOP | $— | $— | $656 | $— | $21,642 | | Michelle Quinn | CAP | $24,615 | $— | $792 | $— | $25,407 | | | NRPS | $— | $7,500 | $— | $— | $7,500 |
2026 Nonqualified Deferred Compensation
CAP = Capital Accumulation Plan NRPS = Nonqualified Retirement Plan Supplement ESOP = Employee Stock Ownership Plan (1)Mr. Piéton has not participated in the Capital Accumulation Plan (CAP) or in the defined contribution Personal Investment Account portion of the Nonqualified Retirement Plan Supplement (NRPS). (2)The following amounts of Executive Contributions from the table above have been reported in “Salary” and “Non-Equity Incentive Plan Compensation” columns in the current year’s Summary Compensation Table.
2026 Nonqualified Deferred Compensation
| Name | Contributions | | Geoff Martha | $— | | Thierry Piéton | $— | | Brett Wall | $— | | Mike Marinaro | $107,115 | | Michelle Quinn | $24,615 |
2026 Nonqualified Deferred Compensation
(3)These amounts are included in the current year’s Summary Compensation Table in the “All Other Compensation” column. (4)No amounts of “Aggregate Earnings in Last FY” 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 at Last FYE” from the table above have been reported in the Summary Compensation Table from prior fiscal years:
2026 Nonqualified Deferred Compensation
| Name | Contributions | | Geoff Martha | $2,496,699 | | Thierry Piéton | $— | | Brett Wall | $45,585 | | Mike Marinaro | $— | | Michelle Quinn | $— |
2026 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 MIP 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.
2026 Nonqualified Deferred Compensation
| | Return on Funds 12 months as of April 24, 2026 | | Medtronic plc Stock Fund | (1.39)% | | Income Fund | 6.56% | | Growth Fund | 25.93% | | International Equity Index | 33.78% | | Capital Preservation Fund | 3.05% | | U.S. Equity Index | 31.01% | | Bond Index | 4.08% | | Retirement Income | 13.97% | | Retirement 2015 (1) | 14.18% | | Retirement 2020 | 15.30% | | Retirement 2025 | 16.75% | | Retirement 2030 | 19.63% | | Retirement 2035 | 22.49% | | Retirement 2040 | 24.61% | | Retirement 2045 | 26.07% | | Retirement 2050 | 26.89% | | Retirement 2055 | 26.93% | | Retirement 2060 | 26.94% | | Inflation Protected | 4.10% | | 10T-100 | 4.23% | | 10T-120 | 4.85% |
2026 Nonqualified Deferred Compensation
(1)The retirement 2015 fund was frozen and the funds were moved to the Retirement Income Fund on May 14, 2026. 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). 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 PSUs for a specified period or until a specific date. This deferral election can be between 5%-80% in 5% increments. NONQUALIFIED EMPLOYEE STOCK OWNERSHIP PLAN (ESOP) Medtronic previously sponsored an ESOP to restore certain qualified employee benefits that could not be allocated due to limitations imposed by the Internal Revenue Service. The qualified ESOP expired in May 2005, and accordingly no additional contributions were made by Medtronic into the nonqualified ESOP. All participants in the ESOP are fully vested. Dividends are credited to the ESOP account each year and the account balance is distributed in a lump sum of shares of Medtronic stock in the fiscal year following termination or retirement. Active employees cannot take distributions from the account. NONQUALIFIED RETIREMENT PLAN SUPPLEMENT (NRPS) The NRPS is designed to restore benefits lost under the PIA 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 was to be preserved for Mr. Wall if he terminated or retired on or before April 30, 2027, and as such, the 6% rate will be preserved for Mr. Wall as of his termination on September 1, 2026. 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 or rehired on or after July 1, 2020, 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.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control COMPANY SEVERANCE PRACTICES Messrs. Martha, Piéton, Wall, Marinaro and Ms. Quinn 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 the employment for each of Messrs. Martha, Piéton, Wall, Marinaro or Ms. Quinn 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 24, 2026.
Potential Payments Upon Termination or Change of Control
| Name | Severance Amount (2) | Welfare Benefits (3) | Equity Continuation (4) | Total | | Geoff Martha | $7,280,000 | $64,190 | $— | $7,344,190 | | Thierry Piéton | $3,570,000 | $20,000 | $1,531,597 | $5,121,597 | | Brett Wall (1) | $3,200,000 | $52,657 | $— | $3,252,657 | | Mike Marinaro | $3,280,000 | $64,190 | $— | $3,344,190 | | Michelle Quinn | $2,834,846 | $54,895 | $1,390,430 | $4,280,171 |
Potential Payments Upon Termination or Change of Control
(1)Mr. Wall departed from his position as EVP and President, Neuroscience Portfolio effective June 1, 2026. He will remain a non-executive employee of the Company until September 1, 2026. Mr. Wall will receive severance payments in accordance with the policy described above. (2)Mr. Martha’s amount includes two times his base salary ($2,800,000) and the lesser of the MIP payout or the target value ($4,480,000). Mr. Piéton’s amount includes two times his base salary ($1,700,000) and the lesser of the MIP payout or the target value ($1,870,000). Mr. Wall’s amount includes two times his base salary ($1,600,000) and the lesser of the MIP payout or the target value ($1,600,000). Mr. Marinaro's amount includes two times his base salary ($1,640,000) and the lesser of the MIP payout or the target value ($1,640,000). Ms. Quinn’s amount includes two times her base salary ($1,600,000) and the lesser of the MIP payout or the target value ($1,234,846). (3)Amounts represent payments for 24 months of health benefits and outplacement services. (4)In connection with Mr. Piéton’s and Ms. Quinn’s letter agreements, this amount represents acceleration of their one-time new hire RSU 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 director 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 the MIP 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 24, 2026: (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.
Potential Payments Upon Termination or Change of Control
| Name | Severance Amount (2)(3) | Accelerated Vesting of Performance Share Units (4) | Accelerated Vesting of Stock Options (5) | Accelerated Vesting of Restricted Stock Units (6) | Other (7) | Total | | Geoff Martha | $5,007,890 | $16,803,371 | $736,242 | $9,432,291 | $605,941 | $32,585,735 | | Thierry Piéton | $6,402,200 | $2,772,843 | $— | $2,640,751 | $548,459 | $12,364,253 | | Brett Wall (1) | $3,146,250 | $5,251,254 | $264,588 | $2,851,173 | $225,885 | $11,739,150 | | Mike Marinaro | $6,345,160 | $5,125,854 | $253,083 | $2,553,053 | $344,898 | $14,622,048 | | Michelle Quinn | $4,596,998 | $1,158,719 | $— | $1,853,935 | $134,216 | $7,743,868 |
Potential Payments Upon Termination or Change of Control
(1)Mr. Wall departed from his position as EVP and President, Neuroscience Portfolio effective June 1, 2026, and will remain a non-executive employee of the Company until September 1, 2026. Effective September 1, 2026 he is no longer eligible for the change of control benefits as described in this table. (2)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 2026’s annual bonus or the average of the annual bonuses for the three most recently completed fiscal years. (3)This amount also includes the prorated value of the greater of fiscal year 2026’s annual bonus or the average of the annual bonuses for the three most recently completed fiscal years. (4)This amount represents the value of unvested PSUs (at target) and DEUs as of April 24, 2026, at the closing price on that date of $83.32. (5)This amount represents the market gain (or intrinsic value) of unvested options as of April 24, 2026, at the closing price on that date of $83.32. (6)This amount represents the value of unvested RSUs and DEUs as of April 24, 2026, at the closing price on that date of $83.32. (7)This amount represents the estimated value of the 3-year continuation of Company contributions to certain retirement plans (including the 401(k) plan, the qualified and nonqualified plan), and health and miscellaneous welfare benefits for three years.
Pay versus Performance Table
Pay versus Performance Table
Pay versus Performance Table
| Year (1) | Summary Compensation Table (SCT) Paid to Martha (2) | Compensation Actually Paid (CAP) Paid to Martha (3) | Average SCT Total for Other NEOs (2) | Average CAP to Other NEOs (4) | Value of Initial Fixed $100 Investment Based on (5): | | Net Income Attributable to Medtronic | Organic Revenue Growth (6) | | | | | | | TSR (MDT) | Peer Group TSR | | | | 2026 | $22,940,252 | $22,452,995 | $7,265,205 | $7,199,467 | $74.09 | $97.45 | $4,801 | 5.8% | | 2025 | $21,240,058 | $26,085,386 | $5,646,694 | $4,223,316 | $97.82 | $148.62 | $4,662 | 4.9% | | 2024 | $20,084,630 | $11,124,552 | $7,588,515 | $4,940,646 | $89.66 | $135.04 | $3,676 | 5.2% | | 2023 | $15,394,633 | $3,321,325 | $5,392,087 | $843,886 | $98.97 | $131.43 | $3,758 | 2.1% | | 2022 | $17,861,949 | $2,950,145 | $7,628,327 | $2,907,405 | $109.87 | $123.71 | $5,039 | 5.5% |
Pay versus Performance Table
(1) The Chief Executive Officer (CEO), who was our principal executive officer under SEC rules, and other named executive officers for the applicable years were as follows: •FY26: Geoff Martha served as the Company’s CEO for the entirety of FY26. The Company’s other named executive officers for FY26 were: Thierry Piéton; Brett Wall; Mike Marinaro and Michelle Quinn. •FY25: Geoff Martha served as the Company’s CEO for the entirety of FY25. The Company’s other named executive officers for FY25 were: Thierry Piéton; Sean Salmon; Brett Wall; Gregory Smith; Gary Corona and Karen Parkhill. •FY24: Geoff Martha served as the Company’s CEO for the entirety of FY24. The Company’s other named executive officers for FY24 were: Karen Parkhill; Gregory Smith; Sean Salmon; Brett Wall; and Robert White. •FY23: Geoff Martha served as the Company’s CEO for the entirety of FY23. The Company’s other named executive officers for FY23 were: Karen Parkhill; Sean Salmon; Rob ten Hoedt; and Robert White. •FY22: Geoff Martha served as the Company’s CEO for the entirety of FY22. The Company’s other named executive officers for FY22 were: Karen Parkhill; Ivan Fong; Robert White; Rob ten Hoedt; and Bradley Lerman. (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 executive officer served as CEO in the case of Mr. Martha (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s named executive 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.”
Pay versus Performance Table
| Adjustments | | Geoff Martha | | | | | | 2026 | 2025 | 2024 | 2023 | 2022 | | Total from Summary Compensation Table (a) | $22,940,252 | $21,240,058 | $20,084,630 | $15,394,633 | $17,861,949 | | 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 | $(18,847,759) | $(17,425,365) | $(16,523,862) | $(13,601,045) | $(13,512,795) | | Add: Fair value at fiscal year end of outstanding and unvested option and stock awards granted in the fiscal year (b) | $17,833,960 | $20,269,141 | $14,168,356 | $12,988,510 | $8,542,744 | | Add/Subtract: Year-over-Year change in fair value of outstanding and unvested option and stock awards granted in prior fiscal years (c) | $684,195 | $1,947,349 | $(5,987,483) | $(7,796,433) | $(9,863,245) | | Add: Vesting date fair value of option and stock awards granted and vesting during the fiscal year (d) | $457,437 | $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) | $(615,090) | $(112,365) | $(670,257) | $(3,664,339) | $(78,508) | | Total Impact: Adjustments for option and stock awards | $(487,257) | $4,845,328 | $(8,960,077) | $(12,073,308) | $(14,911,804) | | Compensation Actually Paid | $22,452,995 | $26,085,386 | $11,124,552 | $3,321,325 | $2,950,145 |
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 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.”
Pay versus Performance Table
| Adjustments | | Other NEOs (a) | | | | | | 2026 | 2025 | 2024 | 2023 | 2022 | | Total from Summary Compensation Table (b) | $7,265,205 | $5,646,694 | $7,588,515 | $5,392,087 | $7,628,327 | | 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 | $(4,609,000) | $(4,448,606) | $(5,147,068) | $(4,208,643) | $(5,759,881) | | Add: Fair value at fiscal year end of outstanding and unvested option and stock awards granted in the fiscal year (c) | $4,362,065 | $4,318,381 | $4,234,435 | $4,004,121 | $4,220,707 | | Add/Subtract: Year-over-Year change in fair value of outstanding and unvested option and stock awards granted in prior fiscal years (d) | $157,836 | $271,920 | $(1,603,806) | $(2,584,074) | $(2,768,446) | | Add: Vesting date fair value of option and stock awards granted and vesting during the fiscal year (e) | $56,860 | $26,113 | $215,343 | $13,896 | $116,722 | | 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) | $(33,499) | $(1,546,205) | $(338,451) | $(1,669,474) | $(523,230) | | Total Impact: Adjustments for option and stock awards | $(65,738) | $(1,378,398) | $(2,639,547) | $(4,444,174) | $(4,714,128) | | Compensation Actually Paid | $7,199,467 | $4,223,316 | $4,940,646 | $843,886 | $2,907,405 |
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 executive officers for 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 executive 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 executive 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 executive 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 executive 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. (5) 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 Annual Report on Form 10-K for fiscal year 2026. The comparison assumes $100 (including reinvested dividends) was invested for the period starting April 30, 2021 through April 24, 2026 (i) the Company and (ii) the S&P 500 Health Care Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (6) 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 FY26 revenue in comparison to FY25 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 filed with the SEC in previous years.