Medtronic plc
For the period ended Oct 16, 2025. Filed Aug 25, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 16, 2025 · Filed Aug 25, 2025
MDT$101.80-2.9%Stored close · as of Nov 6, 2026
Contents
Compensation Program Designs
Fiscal Year 2025 Compensation Program Design
The overall design of our FY25 executive annual total rewards program is illustrated below:
| Component | Basic Design | Purpose | |
| Fixed | Base Salary | •Fixed and recurring element of compensation◦Calibrated with the Compensation Comparison Group market range | •Compensates for carrying out basic duties of the job •Recognizes individual experiences, skills, and sustained performance |
|---|---|---|---|
| Benefits | •Market-competitive benefits and perquisites including health, retirement, allowances and other life events | •Provides same benefits available to Medtronic employees; nonqualified deferred compensation plan provides the same tax planning benefit to executives after adjusting for statutory limitations | |
| Variable at Risk | Annual Incentive Plan | •Performance-based cash compensation opportunity using both financial and nonfinancial metrics◦Financial metrics are revenue growth, non-GAAP diluted EPS, and free cash flow◦Nonfinancial measure is Quality | •Encourage sustained performance improvements in key financial areas that drive total shareholder return and the key nonfinancial area that drives our strategy |
| PSU | •Performance-based equity compensation using both internal financial goals and relative total shareholder return ◦Revenue Growth 3-year simple average ◦Relative TSR versus the Comparison Group over a 3-year period (Relative TSR)•ROIC modifier (downward only) | •Represents a significant portion of long-term incentives based on meeting key strategic financial goals that are aligned with shareholder experiences•Promotes long-term stock ownership in Medtronic | |
| Stock Options | •Vest 25% per year starting on the 1st anniversary of grant date | •Aligns pay with performance by linking value to stock price appreciation and shareholder value creation | |
| RSU | •Vest 100% on the 3rd anniversary of grant date | •Promotes long-term stock ownership in Medtronic•Encourages retention |
The mix of total direct compensation for our NEOs is weighted 93% to 86% at risk with 83% to 72% allocated to long-term incentives, as illustrated below.
MEDTRONIC I 2025 Proxy Statement 40
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