Medtronic plc
For the period ended Oct 15, 2026. Filed Aug 17, 2026.
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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 15, 2026 · Filed Aug 17, 2026
Contents
Process
ROLE AND RESPONSIBILITIES
Compensation and Talent Committee
The Compensation and Talent Committee establishes our compensation philosophy, program design and administration rules, and is the decision-making body on all compensation matters related to our NEOs. The Compensation and Talent Committee solicits input from an independent outside compensation consultant and relies on the consultant’s advice. For more information on the Compensation and Talent Committee, its members and its duties as identified in its charter, please refer to the section entitled “Committees of the Board and Meetings — Compensation and Talent Committee” beginning on page 25 of this proxy statement.
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
In making compensation decisions for executive officers reporting to the CEO, the Compensation and Talent Committee solicits the views of our CEO and the Independent Consultant. The Compensation and Talent Committee conducts executive sessions without the CEO present. The CEO does not make recommendations to the Compensation and Talent Committee about his own compensation.
MEDTRONIC I 2026 Proxy Statement 41
GOVERNANCE
The Compensation and Talent Committee leverages best-in-class governance practices to design and administer Medtronic’s executive compensation programs. In particular, the table below notes the features that are incorporated into our programs:
| 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 DoNot 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 | |
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.
MEDTRONIC I 2026 Proxy Statement 42
The following table summarizes the selection criteria used by the Compensation and Talent Committee to select the Compensation Comparison Group.
| Selection Criteria | |
|---|---|
| Start with Standard & Poor’s (S&P) 100 largest U.S. companies, the S&P 500 Healthcare Equipment and Supplies, and the S&P 500 Information Technology IndicesLimit to Several Relevant Global Industry Classification Standard Sectors1. Health Care2. Consumer Staples3. Industrials4. Information Technology | Consider the following criteria for selecting companies1. Overall company size2. Health care company3. Data science and artificial intelligence4. Global operations5. Manufacturer6. Government contractor7. Geographic competitor8. Proxy advisory peer companies |
In fiscal year 2025, the Committee, in consultation with the Independent Consultant approved modifications to the Compensation Comparison Group for fiscal year 2026. Biogen and UnitedHealth Group were removed from the Compensation Comparison Group to better align the financial profile of the Compensation Comparison Group as a whole.
Compensation Comparison Group Size Comparisons
| 22-Company Compensation Comparison Group | |
|---|---|
| 3M | GE Healthcare Technologies |
| Abbott Laboratories | Gilead Sciences |
| AbbVie | Honeywell |
| Amgen | IBM |
| Baxter | Intel |
| Becton, Dickinson, & Co. | Johnson & Johnson |
| Boston Scientific | Merck & Co. |
| Bristol Myers Squibb | Pfizer |
| Cisco Systems | Qualcomm |
| Danaher | Stryker |
| Eli Lilly & Co. | Thermo Fisher Scientific |
Fiscal Year 2027 Compensation Comparison Group Changes
In fiscal year 2026, the Committee, in consultation with the Independent Consultant, approved modifications to the Compensation Comparison Group for fiscal year 2027. Intuitive Surgical and Vertex Pharmaceuticals were added to the Compensation Comparison Group. These changes ensure the Compensation Comparison Group remains relevant and appropriately calibrated for go-forward benchmarking of market practices.
MEDTRONIC I 2026 Proxy Statement 43
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.