DEF 14A 1 d941945ddef14a.htm DEF 14A DEF 14A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

 

 Filed by the Registrant     Filed by a Party other than the Registrant

 

Check the appropriate box:
   
    Preliminary Proxy Statement
   
  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
   
  Definitive Proxy Statement
   
  Definitive Additional Materials
   
  Soliciting Material Pursuant to §240.14a-12

MEDTRONIC PLC

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(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):
   
    No fee required.
   
  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
   

(1)  Title of each class of securities to which transaction applies:

   

(2)  Aggregate number of securities to which transaction applies:

   

(3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

   

(4)  Proposed maximum aggregate value of transaction:

   

(5)  Total fee paid:

   
  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
   

(1)  Amount Previously Paid:

   

(2)  Form, Schedule or Registration Statement No.:

   

(3)  Filing Party:

   

(4)  Date Filed:


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PROXY

 

STATEMENT

and Notice of 2020 Annual General Meeting of Shareholders

Friday, Dec. 11, 2020 8 a.m. local time Dublin, Ireland

 

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NOTICE OF ANNUAL GENERAL MEETING

Friday, December 11, 2020

8:00 a.m. local time

Shelbourne Hotel, 27 St. Stephen’s Green, Dublin, Ireland *

MEETING AGENDA

 

1.

Electing, by separate resolutions, the twelve director nominees named in the proxy statement to hold office until the 2021 Annual General Meeting of the Company;

 

2.

Ratifying, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2021 and authorizing, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration;

 

3.

Approving, on an advisory basis, the Company’s executive compensation;

 

4.

Renewing the Board of Directors’ authority to issue shares under Irish law;

 

5.

Renewing the Board of Directors’ authority to opt out of pre-emption rights under Irish law;

 

6.

Authorizing the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares;

 

7.

Receiving and considering the Company’s Irish Statutory Financial Statements for the fiscal year ended April 24, 2020 and the reports of the directors and auditors thereon, and reviewing the affairs of the Company; and

 

8.

Transacting any other business that may properly come before the meeting.

Proposals 1, 2, 3, 4 and 6 above are ordinary resolutions requiring a simple majority of the votes cast at the meeting to be approved. Proposal 5 is a special resolution requiring at least 75% of the votes cast at the meeting to be approved. All proposals are more fully described in this proxy statement. There is no requirement under Irish law that Medtronic’s Irish Statutory Financial Statements for the fiscal year ended April 24, 2020, or the directors’ and auditor’s reports thereon be approved by the shareholders, and no such approval will be sought at the Annual General Meeting.

RECORD DATE

Shareholders of record at the close of business on October 15, 2020, are entitled to vote at the meeting.

ONLINE PROXY DELIVERY AND VOTING

As permitted by the Securities and Exchange Commission, we are making this proxy statement, the Company’s annual report to shareholders, and our Irish statutory financial statements available to our shareholders electronically via the Internet. We believe electronic delivery expedites your receipt of materials, reduces the environmental impact of our Annual General Meeting and reduces costs significantly. The Notice Regarding Internet Availability of Proxy Materials (the “Notice”) contains instructions on how you can access the proxy materials and how to vote online. If you received the Notice by mail, you will not receive a printed copy of the proxy materials unless you request one in accordance with the instructions provided in the Notice. The Notice will be mailed to shareholders on or about October 29, 2020 and will provide instructions on how you may access and review the proxy materials on the Internet and how to vote.

ADMISSION TO THE ANNUAL GENERAL MEETING

If you wish to attend the Annual General Meeting, you must be a shareholder on the record date and either request an admission ticket in advance by visiting www.proxyvote.com and following the instructions provided (you will need the control number included on your proxy card, voter instruction form or Notice), or bring proof of ownership of ordinary shares to the meeting. Tickets will be issued to registered and beneficial owners and to one guest accompanying each registered or beneficial owner.

August 14, 2020

By order of the Board of Directors,

 

 

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Bradley E. Lerman

Senior Vice President, General Counsel and Company Secretary

 

*

Depending on concerns about and developments relating to the outbreak of COVID-19, we may need to change the date, time, location and/or format of the meeting, subject to Irish law requirements. The Company would publicly announce any such changes and how to participate in the meeting by press release and a filing with the U.S. Securities and Exchange Commission (“SEC”) as soon as practicable prior to the meeting. Any such determinations and changes will be made and communicated in accordance with Irish law and SEC rules and requirements. The Company will be obliged to comply with any legal restrictions that are imposed as a consequence of COVID-19 and that affect the meeting.


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Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on December 11, 2020: This proxy statement, the Company’s 2020 Annual Report to Shareholders and our Irish Statutory Financial Statements for the year ended April 24, 2020, are available at www.proxyvote.com.

 

YOUR VOTE IS IMPORTANT. WE ENCOURAGE YOU TO VOTE.

 

If possible, please vote your shares over the Internet using the instructions found in the Notice. Alternatively, you may request a printed copy of the proxy materials and vote using the toll-free telephone number on the proxy card or by marking, signing, dating and mailing your proxy form in the postage-paid envelope that will be provided. All proxies will be forwarded to the Company’s registered office electronically. Voting by any of these methods will not limit your right to vote in person at the Annual General Meeting.

Under New York Stock Exchange rules, if you hold your shares in “street” name through a brokerage account, your broker will NOT be able to vote your shares on non-routine matters being considered at the Annual General Meeting unless you have given instructions to your broker prior to the meeting on how to vote your shares. Proposals 1 and 3 are considered non-routine matters under New York Stock Exchange rules. This means that you must give specific voting instructions to your broker on how to vote your shares so that your vote can be counted.

 


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TABLE OF CONTENTS

 

PROXY SUMMARY     1  
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS     9  
PROPOSAL 1 – ELECTION OF DIRECTORS     10  
Directors and Nominees     10  
CORPORATE GOVERNANCE     17  
Our Corporate Governance Principles     17  
Lead Independent Director and Chairman; Executive Sessions     17  
Board Role in Risk Oversight     18  
Compensation Risk Assessment     18  
Committees of the Board and Meetings     19  
Director Independence     23  
Related Party Transactions and Other Matters     24  
Complaint Procedure; Communications with Directors     25  
Our Codes of Conduct     25  
Director Compensation     25  
SHARE OWNERSHIP INFORMATION     28  
Significant Shareholders     28  
Beneficial Ownership of Management     28  
Delinquent Section 16(a) Report     29  
COMPENSATION DISCUSSION AND ANALYSIS     30  
Executive Summary     30  
Participants in Executive Compensation Design and Decision-Making Process     36  
Executive Compensation Program Design     37  
How We Establish Executive Compensation Levels     38  
Fiscal Year 2020 Compensation Decisions     39  
Fiscal Year 2020 Annual Medtronic Incentive Plan (“MIP”) Design     40  
Fiscal Year 2020 Long-Term Incentive Plan (LTIP) Design     43  
Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts     45  
Executive Compensation Governance Practices and Policies     49  
Other Benefits and Perquisites     51  
COMPENSATION COMMITTEE REPORT     53  
EXECUTIVE COMPENSATION     54  
2020 Summary Compensation Table     54  
2020 Grants of Plan-Based Awards     57  
2020 Outstanding Equity Awards at Fiscal Year End     59  
2020 Option Exercises and Stock Vested     62  
2020 Pension Benefits     63  
2020 Nonqualified Deferred Compensation     64  
Potential Payments Upon Termination or Change of Control     66  
Equity Compensation Plan Information     69  
REPORT OF THE AUDIT COMMITTEE     70  
AUDIT AND NON-AUDIT FEES     71  
PROPOSAL 2NON-BINDING RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR AND BINDING AUTHORIZATION OF THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO SET AUDITOR REMUNERATION     72  
PROPOSAL 3 – ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (“SAY-ON-PAY”)     73  
PROPOSAL 4 – RENEWAL OF THE BOARD’S AUTHORITY TO ISSUE SHARES UNDER IRISH LAW     74  
PROPOSAL 5 – RENEWAL OF THE BOARD’S AUTHORITY TO OPT OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW     75  
PROPOSAL 6 – AUTHORIZATION OF THE COMPANY AND ANY SUBSIDIARY OF THE COMPANY TO MAKE OVERSEAS MARKET PURCHASES OF MEDTRONIC ORDINARY SHARES     77  
QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING     78  
Voting by Proxy     78  
How Proxies will be Voted     78  
Voting at the Meeting     78  
Admission to the Meeting     79  
OTHER INFORMATION     80  
Expenses of Solicitation     80  
Shareholder Proposals and Director Nominations     80  
Delivery of Documents to Shareholders Sharing an Address     80  
Other     81  

 

APPENDIX A – FINANCIAL AND NON-GAAP RECONCILIATIONS      A-1  
 


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PROXY SUMMARY                           

 

PROXY SUMMARY

This summary highlights information described in more detail elsewhere in this proxy statement. It does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

2020 Annual General Meeting of Shareholders

 

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Date and Time:*

  

Friday, December 11, 2020 at 8:00 a.m. (Local Time)

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Place:*

  

Shelbourne Hotel

27 St. Stephen’s Green

Dublin, Ireland

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Commence Mail Date:

  

October 29, 2020

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Record Date:

  

October 15, 2020

Advance Voting Methods and Deadlines

 

 

Method

 

  

Instruction

 

  

Deadline

 

 

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Internet

  

 

  Go to http://www.proxyvote.com and follow the instructions (have your proxy card or internet notice in hand when you access the website)

  

 

Internet and telephone voting are available 24 hours a day, seven days a week up to these deadlines:

 

Shares held through the Medtronic Savings and Investment Plan and the Medtronic Puerto Rico Employees’ Savings and Investment Plan – 11:59 p.m., Eastern Standard Time, on December 8, 2020

 

Registered Shareholders or Beneficial Owners – 11:59 p.m., Eastern Standard Time, on December 10, 2020

 

 

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Telephone

  

 

  Dial 1-800-690-6903 and follow the instructions (have your proxy card or internet notice in hand when you call)

  

 

Shares held through the Medtronic Savings and Investment Plan and the Medtronic Puerto Rico Employees’ Savings and Investment Plan – 11:59 p.m., Eastern Standard Time, on December 8, 2020

 

Registered Shareholders or Beneficial Owners – 11:59 p.m., Eastern Standard Time, on December 10, 2020

 

 

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Mail

  

 

  If you received paper copies of our proxy materials, mark your selections on the enclosed proxy card

 

  Date and sign your name exactly as it appears on proxy card

 

  Promptly mail the proxy card in the enclosed postage-paid envelope

  

 

Return promptly to ensure it is received before the date of the Annual General Meeting

 

Shares held through the Medtronic Savings and Investment Plan and the Medtronic Puerto Rico Employees’ Savings and Investment Plan – 11:59 p.m., Eastern Standard Time, on December 8, 2020

 

Registered Shareholders or Beneficial Owners – 11:59 p.m., Eastern Standard Time, on December 10, 2020

 

 

  *

Depending on concerns about and developments relating to the outbreak of COVID-19, we may need to change the date, time, location and/or format of the meeting, subject to Irish law requirements. The Company would publicly announce any such changes and how to participate in the meeting by press release and a filing with the U.S. Securities and Exchange Commission (“SEC”) as soon as practicable prior to the meeting. Any such determinations and changes will be made and communicated in accordance with Irish law and SEC rules and requirements. The Company will be obliged to comply with any legal restrictions that are imposed as a consequence of COVID-19 and that affect the meeting.

Questions and Answers About Attending our Annual General Meeting and Voting

We encourage you to review the questions and answers about our Annual General Meeting and voting beginning on page 78 to learn more about the rules and procedures surrounding the proxy and Annual General Meeting process, as well as the business to be

 

 

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MEDTRONIC PLC 2020 Proxy Statement    1            


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                            PROXY SUMMARY

 

conducted at our Annual General Meeting. If you plan to attend the Annual General Meeting in person, we direct your attention to the information following “Admission to the Meeting” on page 79.

 

 

IF YOU WISH TO ATTEND THE ANNUAL GENERAL MEETING, YOU MUST EITHER REQUEST AN ADMISSION TICKET IN ADVANCE OR BRING PROOF OF OWNERSHIP OF ORDINARY SHARES TO THE MEETING.

YOUR VOTE IS IMPORTANT! PLEASE CAST YOUR VOTE AND PLAY A PART IN THE FUTURE OF MEDTRONIC.

 

Voting Matters and Board Recommendations

 

Proposal

   Board
Recommendation
   For More
Information

Proposal 1 —

 

To elect, by separate resolutions, the twelve director nominees named in the proxy statement to hold office until the 2021 Annual General Meeting of the Company

   “FOR” all
nominees
   Page 10

Proposal 2 —

 

To ratify, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as Medtronic’s independent auditor for fiscal year 2021 and to authorize, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration

   “FOR”    Page 72

Proposal 3 —

 

To approve in a non-binding advisory vote, named executive officer compensation (a “Say-on-Pay” vote)

   “FOR”    Page 73

Proposal 4 —

 

To renew the Board’s authority to issue shares

   “FOR”    Page 74

Proposal 5 —

 

To renew the Board’s authority to opt out of pre-emption rights

   “FOR”    Page 75

Proposal 6 —

 

Authorizing the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares

   “FOR”    Page 77

 

 

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            2    MEDTRONIC PLC 2020 Proxy Statement


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PROXY SUMMARY                           

 

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 11.

 

Name

 

Age(1)

   

Director

Since

   

Principal Position

        Committee Memberships     Other
Current
 
 

Indep.

   

AC

   

CC

   

FFRC

   

NCGC

   

QC

   

TVCC

   

Public

Boards(1)

 

Richard H. Anderson

    65       2002     Retired President and Chief Executive Officer of Amtrak     Y       M       M       M       M            

Craig Arnold

    60       2015     Chairman and Chief Executive Officer of Eaton Corporation     Y         C       M           M       1  

Scott C. Donnelly(2)

    58       2013     Chairman, President and Chief Executive Officer of Textron, Inc.     Y         M         C         M       1  

Andrea J. Goldsmith, Ph.D.

    55       2019     Dean of the School of Engineering and Applied Science at Princeton University(3)     Y           M         M       M       1  

Randall J. Hogan, III

    64       2015     Chairman of nVent Electric plc     Y       C       M         M           1  

Omar Ishrak

    64       2011     Executive Chairman and Chairman of the Board of Medtronic plc     N                   1  

Michael O. Leavitt

    69       2011     Founder and Chairman of Leavitt Partners     Y           M         M       C       1  

James T. Lenehan

    71       2007     Financial Consultant and Retired Vice Chairman and President of Johnson & Johnson     Y       M             M       M        

Geoffrey S. Martha

    50       2019 (4)    Chief Executive Officer of Medtronic plc(5)     N                    

Elizabeth G. Nabel, M.D.

    68       2014     President of Brigham Health and Professor of Medicine, Harvard Medical School     Y       M             C       M        

Denise M. O’Leary

    62       2000     Private Venture Capital Investor     Y           C       M       M         1  

Kendall J. Powell

    66       2007     Retired Chairman and Chief Executive Officer of General Mills, Inc.     Y               M       M       M                        

 

  (1)

As of July 1, 2020.

 

  (2)

Lead Independent Director.

 

  (3)

Effective September 1, 2020. Prior to appointment as Dean of the School of Engineering and Applied Science at Princeton, Dr. Goldsmith served as Professor, Stanford University School of Engineering and Department of Electrical Engineering.

 

  (4)

Effective November 1, 2019

 

  (5)

Effective November 1, 2019 Mr. Martha became President of Medtronic plc, and effective April 27, 2020, Mr. Martha became Chief Executive Officer of Medtronic plc and ceased to be President.

 

AC:

  Audit Committee   NCGC:   Nominating and Corporate Governance Committee   C:   Chair

CC:

  Compensation Committee   QC:   Quality Committee   M:   Member

FFRC:

  Finance and Financial Risk Committee   TVCC:   Technology and Value Creation Committee    

 

 

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MEDTRONIC PLC 2020 Proxy Statement    3            


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                            PROXY SUMMARY

 

Corporate Governance Highlights

 

     
Strong Lead Independent Director
See page 17
     Annual Board and Committee
Evaluation Processes
See page 17
     Robust Risk Management Program
See page 18
         
     
Stock Ownership Guidelines for
Named Executive Officers and Directors
See pages 27 and 49
     Annual Board of Director Elections and Majority Voting for Directors
See page 10
     Regular Executive Sessions of
Independent Directors
See page 17
         
     
ESG Oversight Responsibility
See page 8
     Sustainability and ESG
Highlights
See page 7
     Proxy Access
See page 17

 

 
High Ethical Standards Established in Written Policies and Actions (Includes Codes of Conduct, U.S. Patient Privacy Principles, Political Contribution Policy, and Policies Regarding Environmental, Health and Safety and the Use of Animals)
See page 25 and our investor relations website

2020 Board Composition

 

 

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2020 Board Skills

 

       
Executive Leadership      Financial Expertise      Health Care Expertise      Marketing Expertise
              
       
ESG Expertise      Experience with Large
Complex Organizations
     Global Operations
Experience
     Regulatory/Political/
Health Care Policy Experience
              
       
Public Company Board
Experience
     Strategic Planning
Expertise
     Technology Experience      Institutional Investor
Experience

Shareholder Outreach on Governance

We recognize the value of shareholder engagement and take a proactive approach to shareholder outreach on governance matters. Every year, we reach out to our 20 largest institutional investors, owning over 40% of our outstanding shares, to seek input on governance, executive compensation, strategic issues and to address their questions and concerns. We bring feedback from our shareholders to our Board; such feedback is instrumental to the Board’s decision-making process.

 

 

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            4    MEDTRONIC PLC 2020 Proxy Statement


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PROXY SUMMARY                           

 

ENGAGEMENT CYCLE

 

 

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Fiscal Year 2020 Performance Highlights

Medtronic is the global leader in medical technology—alleviating pain, restoring health, and extending life for millions of people around the world. The Company’s fiscal year 2020 (“FY20”) financial performance was affected by the deferral of procedures in many markets around the world as a result of the COVID-19 pandemic, which occurred in the Company’s fiscal fourth quarter. Despite the pandemic, the Company has remained focused on executing its long-term strategies of leading the medical device industry in technology development through continuous innovation, invention, and disruption, and using its local presence and scale to increase penetration to its products and services in markets around the globe.

FY20 revenue of $28.9 billion decreased 5.4% as reported or 4.2% on an organic basis. The Company’s FY20 operating margin and non-GAAP diluted earnings per share (“EPS”) also both declined as a result of the pandemic, as the Company continued to invest in R&D and its employees, including its sales forces, despite the decrease in revenue. FY20 GAAP diluted EPS of $3.54 increased 3.8%, while non-GAAP diluted EPS of $4.59 decreased 12.1%. Medtronic continued its trend of generating strong free cash flow in FY20. Cash flow from operations was $7.2 billion, an increase of 3.2%. FY20 free cash flow was $6.0 billion, an increase of 2.5%, and free cash flow conversion from non-GAAP earnings was 97%, well above the Company’s goal of greater than 80% conversion.

Medtronic strategically deployed its capital, through disciplined investments in R&D and tuck-in acquisitions, including Titan Spine, Klue, Stimgenics, and Digital Surgery, while at the same time increasing its dividend to shareholders. In FY20, Medtronic returned $3.6 billion to its shareholders in the form of dividends and net share repurchases, meeting its commitment of returning a minimum of 50 percent of its free cash flow to its shareholders.

Prior to the pandemic, the Company had delivered solid financial results through the first three fiscal quarters ending January 24, 2020. Revenue of $22.9 billion had increased 2.3% as reported or 3.4% on an organic basis, and the Company was expecting fourth quarter organic revenue growth to accelerate to 4.5% as a result of new product launches. Operating margins had expanded by 20 bps on a GAAP basis and 50 bps on a non-GAAP, constant currency basis. GAAP diluted EPS of $3.07 had increased 20.9%, and non-GAAP diluted EPS of $4.02 had grown by 8.9%.

Medtronic is in a strong financial position, which has enabled the Company to not only withstand the significant financial impact resulting from the pandemic, but importantly, maintain its focus on executing its long-term strategies and supporting its employees, customers, and communities.

The Company’s top priority during the pandemic has been to ensure the health and well-being of its more than 90,000 employees and their families around the globe. This included implementing reward and recognition programs for business-critical, onsite workers, and protecting its sales representatives from significant impacts to their incentive compensation.

Second, the Company has mobilized its global resources to support its customers, patients, and physicians during the pandemic. Medtronic developed and rapidly deployed new remote procedure support and remote monitoring solutions, and it worked to ensure that the Company’s products and therapies were readily available. In an effort to meet global demand for ventilators, an important technology in the fight against COVID-19, Medtronic significantly increased its own production, and it made the specifications for one of its ventilators available at no cost so others could manufacture it.

Third, Medtronic, along with the Medtronic Foundation, has supported communities across the globe, pledging more than $36 million in monetary and product donations as of late May 2020 to nearly 50 non-profit organizations to support health systems, patients, and vulnerable communities around the world.

To conclude with the Company’s most important statistic, Medtronic served over 72 million patients globally in FY20. More than two patients are benefitting from Medtronic therapies and services every second. This is a direct result of the dedication and passion of over 90,000 employees, collaborating with the Company’s partners in healthcare, to fulfill the Medtronic Mission.

 

 

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MEDTRONIC PLC 2020 Proxy Statement    5            


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                            PROXY SUMMARY

 

Executive Compensation Philosophy

 

Our compensation programs align the interests of all our executives, including named executive officers (“NEOs”), with those of our shareholders. Our programs are market-competitive to ensure we attract, retain and engage 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 total direct compensation consisting of base salary, an annual cash incentive and long-term cash and equity incentives.

 

 

Pay for Performance. We emphasize pay for performance by fixing at least 75% of target total direct compensation payable to each NEO contingent on the attainment of annual and long-term Company performance goals.

 

 

Market Median Pay. We position each element of total direct compensation within a market median range that is +/-15% of median for base salary and annual incentive and +/-20% of median for long-term incentives and total direct compensation. Performance that is above or below the median of our 27-company comparison group (“Comparison Group”) will generate compensation that is above or below the median compensation for the same group.

 

Comprehensive Benefit Programs. We enhance competitive total direct compensation with comprehensive employee benefit programs that support retirement, health and wellness. NEOs have the same health and retirement benefits as all Medtronic executives.

 

 

Shareholder Value Alignment. We align incentive programs with shareholder value creation by using annual and three-year performance measures that drive shareholder value. Incentive goals come directly from our Board-approved annual operating plan and our Board-approved long-term strategic plan.

 

 

Focus on Quality. We emphasize quality: payouts under our annual incentive plan can be reduced if a quality compliance modifier performance threshold is not achieved. The quality modifier, which may reduce but not increase a payout, is designed to align Medtronic employees with the Medtronic Mission, “To strive without reserve for the greatest possible reliability and quality in our products...”. The modifier uses Food and Drug Administration inspection observations to provide a standardized and rigorous assessment of our product and process quality.

 

 

Executive Compensation Program Design

 

CHIEF EXECUTIVE OFFICER

TARGET TOTAL DIRECT COMPENSATION COMPONENTS

 

 

  

AVERAGE OTHER NAMED EXECUTIVE OFFICER

TARGET TOTAL DIRECT COMPENSATION COMPONENTS

 

 

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            6    MEDTRONIC PLC 2020 Proxy Statement


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PROXY SUMMARY                           

 

Sustainability and ESG Highlights

Medtronic’s approach to sustainability and environmental, social and governance (“ESG”) is grounded in our Mission, which articulates the Company’s purpose and acknowledges our responsibility to contribute to human welfare; deliver the highest-quality products, therapies and services to patients; make a fair profit; recognize the personal worth of employees; and maintain good citizenship as a company.

Our Mission has been our corporate sustainability roadmap for more than 60 years, and its relevance is magnified in today’s global business environment which calls upon companies to contribute in meaningful ways to sustainable development.

The Company’s priority ESG issues – which were identified by internal and external stakeholders and are distinctly aligned with our Mission – allow Medtronic to achieve sustainable growth while also contributing to the U.N. Sustainable Development Goals (“SDG”).

 

     

MISSION

  PRIORITY ESG ISSUES    U.N. SDG ALIGNMENT

 

 

Tenet 1: Contribute to human welfare…
alleviate pain, restore health, extend life

 

Tenet 2: Direct growth in areas of biomedical engineering…build on these areas through education and knowledge assimilation

 

 

 

Innovation & Access

 

Integrated Care

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Tenet 3: Strive without reserve for the greatest possible reliability and quality in our products…be recognized as a company of dedication, honesty, integrity, and service

 

Product Quality & Safety

 

Technology & Device Security

 

Data Privacy & Security

 

Ethics in Sales & Marketing

 

Corruption & Bribery

 

Transparency

 

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Tenet 4: Make a fair profit…to meet our obligations, sustain our growth, and reach our goals  

Affordability & Fair Pricing

 

Climate Risk & Resilience

 

Responsible Supply Management

 

Product Stewardship

 

 

  

 

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Tenet 5: Recognize the personal worth of all employees… advancement opportunity

 

 

Inclusion & Diversity

 

Talent

  

 

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Tenet 6: Maintain good citizenship as a company

 

 

Maintaining good citizenship as a company means using all our resources, including Philanthropy and Community Investment, to address priority ESG issues.

 

  

 

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While Medtronic is committed to advancing performance related to all of the Company’s priority ESG issues, we elevate three that provide our greatest opportunity for global impact.

 

 

 

Innovation & Access

 

 

 

Product Quality & Safety

 

 

 

Inclusion & Diversity

 

 

Increasing the availability of treatments to address significant disease burden, including those currently unmet, through therapy innovation, new application of existing technologies, and/or scientific cooperation and partnership, as well as accessibility to them through capacity building, infrastructure improvement, regulatory approval, and remote diagnosis or treatment.

 

 

Managing product quality as it relates to all key stakeholders – patients, physicians, hospital administrators and Medtronic businesses – through industry-leading design, reliability, manufacturability; supplier quality; global compliance and corrective action; and investments in personnel, training, IT tools and automation.

 

 

Advancing fair treatment and adequate representation of ethnicities and gender at all levels of our workforce through equal professional opportunities and pay and proactive inclusion of groups facing barriers. This includes cultivating strong employee engagement through global diversity networks and local employee-led affinity groups designed to help employees both professionally and personally.

 

 

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MEDTRONIC PLC 2020 Proxy Statement    7            


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LOGO

 

 

                            PROXY SUMMARY

 

ESG Governance and Management

Recognizing the significant impact that ESG issues have on our ability to achieve sustainable growth, the Nominating and Governance Committee of the Company’s Board of Directors has responsibility to oversee the Company’s ESG performance, including the impacts of our operations on society and the environment.

An executive-level Sustainability Steering Committee, sponsored by our Chief Financial Officer, oversees the Company’s sustainability strategy, performance and disclosure related to our priority ESG issues.

Our Sustainability Program Office identifies and drives performance on activities related to our material ESG issues, including emerging risks and opportunities, and escalates them to the Sustainability Steering Committee as appropriate. The program office also sets performance and disclosure expectations and engages stakeholders on relevant topics.

Performance and Disclosure

Medtronic has set public targets to reduce the environmental impacts of company operations since 2007 and will release its third set of long-term targets through 2025 in the company’s 2020 Integrated Performance Report. In recent years, Medtronic launched a Global Human Rights program, a Responsible Supply Management program and Product Stewardship program to embed management of these issues and ensure compliance with emerging regulations and customer expectations. The Company also recently released its first annual Inclusion and Diversity Report and hired a Chief Inclusion and Diversity Officer.

Medtronic releases an Integrated Performance Report annually, which follows the guidance of the Global Reporting Initiative, Sustainability Accounting Standards Board and Task Force on Climate-related Financial Disclosures frameworks. This report outlines our sustainability management approach and performance related to our priority ESG issues, including key metrics and targets.

 

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “may,” “estimate,” “intend” and other similar words. Forward-looking statements in this proxy statement include, but are not limited to, statements regarding individual and Company performance objectives and targets, statements relating to the benefits of Medtronic’s acquisitions, product launches and business strategies, and Medtronic’s intent to return capital to shareholders through dividends and share repurchases. These and other forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. Factors that may cause actual results to differ materially from those contemplated by the statements in this proxy statement, including the potential or anticipated direct or indirect impact of the COVID-19 pandemic on our business, results of operations and/or financial condition, can be found in Medtronic’s periodic reports on file with the U.S. Securities and Exchange Commission. The forward-looking statements speak only as of the date of this proxy statement and undue reliance should not be placed on these statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document.

 

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PROPOSAL 1 – ELECTION OF DIRECTORS

Directors and Nominees

Our Board of Directors has twelve members, all of whom will serve until the 2020 Annual General Meeting. All nominees are currently Medtronic directors who were elected by shareholders at the 2019 Annual General Meeting. Following the end of fiscal year 2020, on April 26, 2020, current Chairman and Chief Executive Officer Omar Ishrak retired as Chief Executive Officer. Effective as of April 27, 2020, Mr. Ishrak became Executive Chairman and Mr. Martha became Chief Executive Officer and ceased to be President of Medtronic. Mr. Ishrak continues to serve as Chairman of the Board of Directors.

In order 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. We have no reason to believe this will occur.

The Nominating and Corporate Governance Committee considers candidates for Board membership, including those suggested by shareholders, applying the same criteria to all candidates. Any shareholder who wishes to recommend a prospective nominee for the Board for consideration by the Nominating and Corporate Governance Committee must notify the Company Secretary in writing at Medtronic’s registered office at 20 on Hatch, Lower Hatch Street, Dublin 2, D02 XH02, Ireland. Any such recommendations should provide whatever supporting material the shareholder considers appropriate, but should at a minimum include such background and biographical material as will enable the Nominating and Corporate Governance Committee to make an initial determination as to whether the nominee satisfies the criteria for directors set out in the Governance Principles.

If the Nominating and Corporate Governance Committee identifies a need to replace a current member of the Board, to fill a vacancy on the Board, or to expand the size of the Board, it considers candidates from a variety of sources, including third-party search firms that assist with identifying, evaluating and conducting due diligence on potential director candidates. The process followed to identify and evaluate candidates includes meetings to review biographical information and background material relating to candidates, and interviews of selected candidates by members of the Board. Recommendations of candidates for inclusion in the Board slate of director nominees are based upon the criteria set forth in the Governance Principles. These criteria include business experience and skills, judgment, honesty and integrity, the ability to commit sufficient time and attention to Board activities and the absence of potential conflicts with Medtronic’s interests. While the Nominating and Corporate Governance Committee does not have a formal diversity policy for Board membership, we seek directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. When evaluating candidates for Board membership, the Nominating and Corporate Governance Committee considers, among other factors, diversity with respect to viewpoint, skills, experience, and community involvement, and input from other members of the Board.

After completing the evaluation process, the Nominating and Corporate Governance Committee makes a recommendation to the full Board as to individuals who should be nominated by the Board. The Board determines the nominees after considering the recommendations and report of the Nominating and Corporate Governance Committee and such other nominees and evaluations as it deems appropriate.

Shareholders who intend to appear at 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, which are described under “Other Information – Shareholder Proposals and Director Nominations” on page 80 of this proxy statement.

 

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PROPOSAL 1 – ELECTION OF DIRECTORS

Directors and Nominees

 

 

 

Nominees for director for one-year terms ending in 2021:

 

 

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RICHARD H. ANDERSON

 

Retired President and Chief Executive Officer

Amtrak

  

 

Director since 2002   

Age 65   

Mr. Anderson served without compensation as the President and Chief Executive Officer of Amtrak, an intercity passenger rail service provider, from July 2017 until his retirement on April 15, 2020. From 2007 until May 2016, Mr. Anderson served as Chief Executive Officer and a director of Delta Air Lines, Inc., a commercial airline. Upon retiring as Chief Executive Officer of Delta Air Lines, Inc. in May 2016, he became the Executive Chairman of the board of directors of Delta Air Lines, Inc. until October 2016. He was Executive Vice President of UnitedHealth Group Incorporated, a diversified health care company, from 2004 until 2006. Mr. Anderson was Chief Executive Officer of Northwest Airlines Corporation from 2001 to 2004. Mr. Anderson is a former director of Delta Air Lines, Inc.

Committees: Audit, Compensation, Finance and Financial Risk, and Nominating and Corporate Governance

Other Public Company Directorships: None

Director Qualifications: Mr. Anderson’s qualifications to serve on our Board include his more than 25 years of business, operational, financial and executive management experience. He has also served on the board of directors of another public company. Mr. Anderson’s extensive experience, including within the health care industry and for Fortune 500 companies, allows him to contribute valuable strategic management and risk assessment insight to Medtronic. Additionally, Mr. Anderson qualifies as an “audit committee financial expert” as defined by SEC rules.

 

 

 

 

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CRAIG ARNOLD

 

Chairman and Chief Executive Officer

Eaton Corporation

  

 

Director since 2015   

Age 60   

Mr. Arnold has been Chairman and Chief Executive Officer of Eaton Corporation, a power management company, since June 2016. From September 2015 to May 2016, Mr. Arnold served as President and Chief Operating Officer of Eaton Corporation. Prior to that, Mr. Arnold served as the Vice Chairman and Chief Operating Officer, Industrial Sector, of Eaton Corporation. From 2000 to 2008 he served as Senior Vice President of Eaton Corporation and Group Executive of the Fluid Power Group of Eaton. Prior to joining Eaton, Mr. Arnold was employed in a series of progressively more responsible positions at General Electric Company from 1983 to 2000. Mr. Arnold was appointed to the Board of Directors of Eaton Corporation in 2015. Mr. Arnold is a former director of Covidien plc.

Committees: Compensation (Chair), Finance and Financial Risk, and Technology and Value Creation

Other Public Company Directorships: Eaton Corporation

Director Qualifications: With his years of managerial experience, both at Eaton and at General Electric, Mr. Arnold brings to the Board of Directors demonstrated management ability at senior levels. His position as Chief Executive Officer of the Eaton Industrial Sector gives Mr. Arnold critical insights into the operational requirements of a large, multinational company. In addition, in previously serving on the Audit Committee of another public company, Mr. Arnold gained valuable experience dealing with accounting principles and financial reporting rules and regulations, evaluating financial results, and generally overseeing the financial reporting process of a large corporation.

 

 

 

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PROPOSAL 1 – ELECTION OF DIRECTORS

Directors and Nominees

 

 

 

 

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SCOTT C. DONNELLY

 

Chairman, President and Chief Executive Officer

Textron, Inc.

  

 

Director since 2013   

Age 58   

Mr. Donnelly is Chairman, President and Chief Executive Officer of Textron, Inc., a producer of aircraft, defense and industrial products. Mr. Donnelly joined Textron in June 2008 as Executive Vice President and Chief Operating Officer and was promoted to President and Chief Operating Officer in January 2009. He was appointed to the Board of Directors in October 2009, and became Chief Executive Officer of Textron in December 2009 and Chairman of the Board in September 2010. Previously, Mr. Donnelly was the President and CEO of General Electric Company’s aviation business unit, GE Aviation, a leading maker of commercial and military jet engines and components as well as integrated digital, electric power and mechanical systems for aircraft. Prior to July 2005, Mr. Donnelly held various other management positions since joining General Electric in 1989.

Committees: Compensation, Nominating and Corporate Governance (Chair), and Technology and Value Creation

Other Public Company Directorships: Textron, Inc.

Director Qualifications: Mr. Donnelly’s qualifications to serve on our Board include more than two decades of business experience in innovation, manufacturing, sales and marketing, and business processes. Mr. Donnelly also serves on the board of directors of another public company. His extensive executive decision-making experience and corporate governance work make Mr. Donnelly a valuable director.

 

 

 

 

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ANDREA J. GOLDSMITH, PH. D.

 

Dean of the School of Engineering
and Applied Sciences at Princeton University
(as of September 1, 2020)

  

 

Director since 2019   

Age 55   

Effective September 1, 2020, Dr. Goldsmith will become Dean of the School of Engineering and Applied Sciences at Princeton University. Prior to becoming Dean at Princeton, Dr. Goldsmith served as the Stephen Harris professor in the School of Engineering at Stanford University from 2012-2020 and served as a professor, associate professor or assistant professor at Stanford University since January 1999. Dr. Goldsmith also founded and served as Chief Technology Officer of Plume WiFi (formerly, Accerlera, Inc.) from August 2010 to August 2014 and Quantenna Communications, Inc. (formerly, mySource Communications, Inc.) from 2005 to 2009. In addition, Dr. Goldsmith currently serves on the Technical Advisory Boards of Sequans Communications and Cohere Technologies. Dr. Goldsmith is a frequent lecturer and writer regarding wireless technologies.

Committees: Finance and Financial Risk, Quality, and Technology and Value Creation

Other Public Company Directorships: Crown Castle International Corp.

Director Qualifications: Dr. Goldsmith’s qualifications to serve on our Board include her nationally recognized status in science and engineering, as a member of the National Academy of Engineering and the American Academy of Arts and Sciences and as a Fellow of the Institute of Electrical and Electronics Engineers. Dr. Goldsmith also serves on the board of directors of another public company. Dr. Goldsmith’s academic research focuses on the design, analysis, and fundamental performance limits of wireless systems and networks, as well as in the application of communication theory and signal processing to neuroscience, and her insights and perspectives on the intersection between fundamental science and technology developments and commercial innovation make her a valuable member of our Board.

 

 

 

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PROPOSAL 1 – ELECTION OF DIRECTORS

Directors and Nominees

 

 

 

 

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RANDALL J. HOGAN, III

 

Chairman

nVent Electric plc

  

 

Director since 2015   

Age 64   

Mr. Hogan has been the Chairman of nVent Electric plc, a manufacturing company for electrical connection and protection products, since May 2018. From January 2001 until May 2018, Mr. Hogan served as Chief Executive Officer of Pentair plc, an industrial manufacturing company and was appointed Chairman in May 2002. From December 1999 to December 2000, he was President and Chief Operating Officer of Pentair, from March 1998 to December 1999 he was Executive Vice President and President of Pentair’s Electrical and Electronic Enclosures Group. Prior to joining Pentair, he was President of the Carrier Transicold Division of United Technologies Corporation. Before that, he was with the Pratt & Whitney division of United Technologies, General Electric Company and McKinsey & Company. Mr. Hogan is the past Chair of the board of the Federal Reserve Bank of Minneapolis. Mr. Hogan is a former director of Covidien plc. and Pentair plc.

Committees: Audit (Chair), Compensation, and Nominating and Corporate Governance

Other Public Company Directorships: nVent Electric plc

Director Qualifications: Serving as Chairman of nVent Electric plc and having served in the roles of Chairman, Chief Executive Officer, President and Chief Operating Officer of Pentair, Mr. Hogan offers a wealth of management experience and business acumen. Running a public company gave Mr. Hogan front-line exposure to many of the issues facing public companies, particularly on the operational, financial and corporate governance fronts. Mr. Hogan’s service on the Board of Directors and Governance Committee of Unisys as well as on the Board of the Federal Reserve Bank of Minneapolis and service as former Chair of the Audit Committee of Covidien plc further augments his range of knowledge, providing experience on which he can draw while serving as a member of our Board and Audit Committee. Additionally, Mr. Hogan qualifies as an “audit committee financial expert” as defined by SEC rules.

 

 

 

 

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OMAR ISHRAK

 

Executive Chairman and Chairman of the Board

Medtronic plc

  

 

Director since 2011   

Age 64   

Mr. Ishrak is Chairman of the Board of Directors and, effective April 27, 2020, Executive Chairman of Medtronic. Prior to that, Mr. Ishrak served as Chief Executive Officer of Medtronic plc beginning in January 2015 and of Medtronic, Inc., since 2011. Mr. Ishrak served as President and Chief Executive Officer of GE Healthcare Systems, a division of GE, from 2009 to 2011. Prior to that, Mr. Ishrak was President and Chief Executive Officer of GE Healthcare Clinical Systems from 2005 to 2008 and President and Chief Executive Officer of GE Healthcare Ultrasound and BMD from 1995 to 2004. Mr. Ishrak is also the independent Chairman of the Board of Directors of Intel Corporation.

Other Public Company Directorships: Intel Corporation

Director Qualifications: Mr. Ishrak’s qualifications to serve on our Board include his more than 30 years in the health care industry and more than 35 years of technology development and business management experience. Mr. Ishrak’s strong technical expertise and deep understanding of our customers, as well as his long history of success as a global executive in the medical technology industry, make him a valuable and qualified director with critical technical, leadership and strategic skills.

 

 

 

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PROPOSAL 1 – ELECTION OF DIRECTORS

Directors and Nominees

 

 

 

 

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MICHAEL O. LEAVITT

 

Founder and Chairman
Leavitt Partners

  

 

Director since 2011   

Age 69   

Governor Leavitt has been founder and Chairman of Leavitt Partners, a family of healthcare companies focused on value based healthcare policy, since 2009. Prior to that he was the United States Secretary of Health and Human Services from 2005 to 2009; Administrator of the Environmental Protection Agency from 2003 to 2005; and Governor of Utah from 1993 to 2003. Governor Leavitt is a former director of Health Equity, Inc.

Committees: Finance and Financial Risk, Quality, and Technology and Value Creation (Chair)

Other Public Company Directorships: American Express Company

Director Qualifications: Governor Leavitt’s qualifications to serve on our Board include his extensive management and leadership experience, including serving as the Governor of Utah, a large state with a diverse body of constituents, appointments to positions with the U.S. government, where he oversaw and advised on issues of national concern; and overseeing Leavitt Partners, LLC’s work advising and investing in health care. Governor Leavitt’s decades of leadership experience with valuable knowledge of the governmental regulatory environment and corporate governance makes him a valuable member of our Board.

 

 

 

 

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JAMES T. LENEHAN

 

Financial Consultant and Retired Vice
Chairman and President of
Johnson & Johnson

  

 

Director since 2007   

Age 71   

Mr. Lenehan served as President of Johnson & Johnson, an international pharmaceutical company, from 2002 until 2004, when he retired after 28 years of service to Johnson & Johnson. During those 28 years, Mr. Lenehan also served as Vice Chairman of Johnson & Johnson from 2000 until 2004; Worldwide Chairman of Johnson & Johnson’s Medical Devices and Diagnostics Group from 1999 until he became Vice Chairman of the Board; and Worldwide Chairman, Consumer Pharmaceuticals & Professional Group. Mr. Lenehan has been a financial consultant since 2004, including serving as Senior Advisor of Cerberus Operations and Advisory Company, LLC, a private investment firm. Mr. Lenehan is a former director of Talecris Biotherapeutics Holding Corp.

Committees: Audit, Quality, and Technology and Value Creation

Other Public Company Directorships: None

Director Qualifications: Mr. Lenehan’s qualifications to serve on our Board include over 32 years of business, operational and management experience in medical device, pharmaceutical, biotherapeutics and related industries. He also serves on the board of directors of private companies. His management ability at senior levels and financial experience make his input valuable to Medtronic. Additionally, Mr. Lenehan qualifies as an “audit committee financial expert” as defined by SEC rules.

 

 

 

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PROPOSAL 1 – ELECTION OF DIRECTORS

Directors and Nominees

 

 

 

 

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GEOFFREY S. MARTHA

 

Chief Executive Officer
Medtronic plc

  

 

Director as of November 1, 2019   

Age 50   

Mr. Martha is the Chief Executive Officer of Medtronic, a role he assumed on April 27, 2020. He served as President of Medtronic from November 1, 2019 through April 2020 and joined the Board of Directors in November 2019. Prior to that, Mr. Martha served as Executive Vice President and President, Restorative Therapies Group, a role he held since August 2015. Mr. Martha previously served as Senior Vice President of Strategy and Business Development of Medtronic plc beginning in January 2015 and of Medtronic, Inc. beginning in August 2011. Prior to that, he served as Managing Director of Business Development at GE Healthcare from April 2007 to July 2011; General Manager for GE Capital Technology Finance Services from November 2003 to March 2007; Senior Vice President, Business Development for GE Capital Vendor Financial Services from February 2002 to October 2003; General Manager for GE Capital Colonial Pacific Leasing from February 2001 to January 2002; and Vice President, Business Development for Potomac Federal, the GE Capital federal financing investment bank from May 1998 to January 2001.

Other Public Company Directorships: None

Director Qualifications: Mr. Martha’s qualifications to serve on our Board include more than twenty years in business management, with over ten years in the health care industry. Mr. Martha’s strong business experience leading our Restorative Therapies Group, 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 our Board.

 

 

 

 

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ELIZABETH G. NABEL, M.D.

 

President of Brigham Health

Professor of Medicine, Harvard Medical School

  

 

Director since 2014   

Age 68   

Dr. Nabel has been President of Brigham Health, hospitals and physician organizations operating inpatient and outpatient facilities, clinics, primary care health centers, and diagnostic and treatment technologies, research laboratories, and postgraduate medical and scientific education and training programs, as well as Harvard Medical School’s second largest teaching affiliate, since 2010. Dr. Nabel has also been a Professor of Medicine at Harvard Medical School since 2010. Prior to that, Dr. Nabel held a variety of roles, including Director, at the National Heart, Lung and Blood Institute at the National Institutes of Health, a federal agency funding research, training, and education programs to promote the prevention and treatment of heart, lung, and blood diseases, from 1999 to 2009. Dr. Nabel is an elected member of the National Academy of Medicine of the National Academy of Sciences.

Committees: Audit, Quality (Chair), and Technology and Value Creation

Other Public Company Directorships: Moderna, Inc. (through July 30, 2020)

Director Qualifications: Dr. Nabel’s qualifications to serve on the Board include extensive experience in the health care field, including senior positions with a number of research universities and organizations. Dr. Nabel has a deep understanding of medical sciences and innovations, as well as physicians and other health care providers who are central to the use and development of our products. Additionally, Dr. Nabel qualifies as an “audit committee financial expert” as defined by SEC rules.

 

 

 

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PROPOSAL 1 – ELECTION OF DIRECTORS

Directors and Nominees

 

 

 

 

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DENISE M. O’LEARY

 

Private Venture Capital Investor

  

 

Director since 2000   

Age 62   

Ms. O’Leary has been a private venture capital investor in a variety of early stage companies since 1996. She was a member of the Stanford University Board of Trustees from 1996 through 2006, where she chaired the Committee of the Medical Center. Ms. O’Leary is a former director of US Airways Group, Inc. and Calpine Corporation.

Committees: Finance and Financial Risk (Chair), Nominating and Corporate Governance, and Quality

Other Public Company Directorships: American Airlines Group, Inc.

Director Qualifications: Ms. O’Leary’s qualifications to serve on our Board include her extensive experience with companies at a variety of stages and her success as an investor. She also serves on the boards of directors of other public companies. Her financial expertise, experience in the oversight of risk management, and thorough knowledge and understanding of capital markets provide valuable insight with regard to corporate governance and financial matters.

 

 

 

 

LOGO

  

KENDALL J. POWELL

 

Retired Chairman and Chief Executive Officer

General Mills, Inc.

  

 

Director since 2007   

Age 66   

Mr. Powell was Chairman of General Mills, Inc., an international producer, marketer and distributor of cereals, snacks and processed foods, from 2008 until December 2017 and was Chief Executive Officer of General Mills, Inc. from 2007 until June 2017. He was President and Chief Operating Officer of General Mills, Inc. from 2006 to 2007, and became a director of General Mills, Inc. in 2006. He was Executive Vice President and Chief Operating Officer, U.S. Retail from 2005 to 2006; and Executive Vice President of General Mills, Inc. from 2004 to 2005. From 1999 to 2004, Mr. Powell was Chief Executive Officer of Cereal Partners Worldwide, a joint venture of General Mills, Inc. and the Nestle Corporation. Mr. Powell joined General Mills, Inc. in 1979. Mr. Powell is a former director of General Mills, Inc. Mr. Powell is also the Chair of the University of Minnesota Board of Regents.

Committees: Compensation, Finance and Financial Risk, and Nominating and Corporate Governance

Other Public Company Directorships: None

Director Qualifications: Mr. Powell’s qualifications to serve on our Board include more than three decades of business, operational and management experience. Mr. Powell also served on the board of directors of another public company. His extensive marketing and executive decision-making experience and corporate governance work make Mr. Powell a valuable director.

 

 

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

 

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CORPORATE GOVERNANCE

Our Corporate Governance Principles

The Board of Directors has adopted Principles of Corporate Governance (the “Governance Principles”), last amended March 2020. The Governance Principles describe Medtronic’s corporate governance practices and policies, and provide a framework for the governance of Medtronic. Among other things, the Governance Principles include the provisions below.

 

 

A majority of the members of the Board must be independent directors and no more than two directors may be Medtronic employees. Omar Ishrak and Geoffrey S. Martha are employees and are not independent.

 

 

Medtronic maintains Audit, Compensation, Finance and Financial Risk, Nominating and Corporate Governance, Quality, and Technology and Value Creation Committees, which consist entirely of independent directors.

 

 

The Board conducts an annual self-evaluation to assess its performance.

Our Governance Principles, the charters of our Audit, Compensation, Finance and Financial Risk, Nominating and Corporate Governance, Quality, and Technology and Value Creation Committees and our codes of conduct are published on our website at www.medtronic.com/us-en/about/corporate-governance.html. These materials are available in print to any shareholder upon request. From time to time, the Board reviews and updates these documents as it deems necessary and appropriate to keep abreast of governance regulations.

Lead Independent Director and Chairman; Executive Sessions

Mr. Ishrak, our Executive Chairman, also serves as Chairman of the Board. The Board believes it is appropriate for Mr. Ishrak to serve as Chairman of the Board due to his extensive knowledge of, and experience in, the global health care industry generally and in the medical device industry specifically. This knowledge and experience is critical in identifying strategic priorities and providing unified leadership in the execution of strategy. We believe that Mr. Ishrak’s experience and knowledge as the former Chief Executive Officer of the Company and current Executive Chairman is an asset to Medtronic and promotes efficient board functioning, with independent board leadership provided by our “Lead Independent Director”.

Under Medtronic’s Principles of Corporate Governance, the independent directors annually elect a Lead Independent Director to ensure periodic refreshment of Board leadership roles. Our current Lead Independent Director is Scott C. Donnelly who replaced Richard H. Anderson on July 1, 2017.

As Lead Independent Director, Mr. Donnelly’s duties include:

 

 

presiding as chair of regularly scheduled meetings of the independent directors, and presiding as chair of Board meetings at which Mr. Ishrak is not in attendance;

 

 

reviewing and approving the agenda for each meeting of the Board of Directors and each of its committees;

 

 

leading Board discussion;

 

 

overseeing the directors’ annual evaluation of the Board and each of its committees and advising Mr. Ishrak on the conduct of Board meetings;

 

 

facilitating teamwork and communications between the non-management directors and management, serving as a liaison between the two;

 

 

overseeing the process for identifying and evaluating Board nominees, as the chair of the Nominating and Corporate Governance Committee;

 

 

leading the process for assessing appropriate committee leadership and membership on a periodic basis;

 

 

recommending, as appropriate, changes to governance policies and practices;

 

 

reviewing all committee materials even for committees on which he does not serve; and

 

 

acting as the focal point on the Board for suggestions from non-management directors, especially on sensitive issues.

In keeping with Medtronic’s commitment to corporate governance best practices, Mr. Donnelly also takes the lead in both the Board’s ongoing, thoughtful evaluation of Medtronic’s governance structure and constructive shareholder engagement on emerging

 

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CORPORATE GOVERNANCE

Board Role in Risk Oversight

 

 

 

governance issues. Medtronic’s accountability to its shareholders is clearly indicated by its openness to their engagement, including through its proxy access policy and strong Lead Independent Director. In this role, Mr. Donnelly ensures that he is available, if appropriately requested by shareholders, for consultation and direct communication.

Four regular meetings of our Board were held in fiscal year 2020, with two special meetings also being held. At each regular Board meeting, our independent directors meet in executive session with no Company management present, as did each of our committees.

Board Role in Risk Oversight

Our Board of Directors, in exercising its overall responsibility to oversee the management of our business, considers risks when reviewing the Company’s strategic plan, financial results, merger and acquisition-related activities, legal and regulatory matters and its public filings with the Securities and Exchange Commission. The Board is also deeply engaged in the Company’s Enterprise Risk Management (“ERM”) program and has received briefings on the outcomes of the ERM program and the steps the Company is taking to mitigate risks that program has identified. The Board’s oversight of risk management includes full and open communications with management to review the adequacy and functionality of the risk management processes used by management. For instance, following the COVID-19 outbreak early in 2020, management activated its global crisis response team and the Board had increased communications and interactions with management as the pandemic spread. The Board has been actively overseeing and monitoring management’s response to the crisis, including through review of (i) the protocols and policies put in place to support employees globally and protect ongoing operations, (ii) the efforts to aggressively expand the production of ventilators globally both by the Company and by others as a result of the Company making one of its ventilator’s design specifications available to others at no cost, and (iii) capital allocation and other strategic business decisions as management navigates the significant financial impacts of the pandemic. In addition, the Board of Directors uses its committees to assist in its risk oversight responsibility as follows:

 

 

Audit Committee: Assists the Board of Directors in its oversight of the integrity of the financial reporting of the Company and its compliance with applicable legal and regulatory requirements. It also oversees our internal controls and compliance activities. The Audit Committee periodically discusses policies with respect to risk assessment and risk management, including appropriate guidelines and policies to govern the process, as well as the Company’s major financial and business risk exposures and certain contingent liabilities and the steps management has undertaken to monitor and control such exposures. It also meets privately with representatives from the Company’s independent registered public accounting firm.

 

 

Finance and Financial Risk Committee: Assists the Board of Directors in its oversight of risk relating to the Company’s assessment of its significant financial risks and certain contingent liabilities.

 

 

Compensation Committee: Assists the Board of Directors in its oversight of risk relating to the Company’s assessment of its compensation policies and practices.

 

 

Quality Committee: Assists the Board of Directors in its oversight of risk relating to product quality and safety, cybersecurity, and research.

 

 

Technology and Value Creation Committee: Assists the Board of Directors in its oversight of risk relating to product technology and the Company’s position with regard to technological innovation.

Compensation Risk Assessment

We conducted a risk assessment of our compensation policies and practices during fiscal year 2020 and concluded that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on our Company. The framework for the assessment was developed using materials from the Compensation Committee’s independent consultant, Semler Brossy Consulting Group LLC (“Semler Brossy”). We evaluated our compensation plans and practices against the established framework and noted the following:

 

 

Base salaries at Medtronic are generally competitive in the median range of the executive compensation peer companies, not subject to any performance risk and act as a material 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, our practice of establishing long-term incentive performance targets at the beginning of each of our overlapping three-year performance periods reduces the incentive to maximize performance during any one year.

 

 

Short-term incentive performance goals are recalibrated annually, based upon Medtronic’s annual operating plan approved by the Board, and are different from the long-term performance measures.

 

  18         MEDTRONIC PLC 2020 Proxy Statement


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Executives and directors are subject to stock ownership and retention guidelines that require directors to maintain ownership of Medtronic stock equal to five (5) times their annual retainer, Medtronic’s CEO to maintain ownership of Medtronic stock equal to six (6) times his annual salary, and the other NEOs to maintain Medtronic stock equal to three (3) times their annual salary. Until the ownership guideline is met, the CEO and directors must retain 75% of after-tax Medtronic shares received through settlement of equity compensation awards and other NEOs must retain 50% of such shares.

 

 

Medtronic has implemented policies designed to recoup payments or gains from incentive and equity compensation improperly paid or granted to executives.

 

 

No compensation programs, policies or practices were likely to have a material adverse impact on Medtronic.

Committees of the Board and Meetings

Our standing Board committees consist solely of independent directors, as defined in the New York Stock Exchange (“NYSE”) Corporate Governance Standards. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). Each director attended 75% or more of the total Board and Board committee meetings on which the director served in fiscal year 2020. In addition, it has been the longstanding practice of Medtronic for all directors to attend the Annual General Meeting of Shareholders. All directors serving at that time attended the last Annual General Meeting.

The following table summarizes (i) the membership of the Board as of the end of fiscal year 2020, (ii) the members of each of the Board’s standing committees as of the end of fiscal year 2020, and (iii) the number of times each standing committee met during fiscal year 2020.

AS OF APRIL 24, 2020

 

    Board   Audit   Compensation   Finance and
Financial Risk
  Nominating and
Corporate
Governance
  Quality   Technology
and Value
Creation
   

Richard H. Anderson

 

LOGO

 

LOGO

 

LOGO

 

LOGO

 

LOGO

 

 

 

 

 

 

Craig Arnold

 

LOGO

 

 

 

LOGO

 

LOGO

 

 

 

 

 

LOGO

 

 

Scott C. Donnelly

 

LOGO

 

 

 

LOGO

 

 

 

LOGO

 

 

 

LOGO

 

 

Andrea J. Goldsmith, Ph.D.

 

LOGO

 

 

 

 

 

LOGO

 

 

 

LOGO

 

LOGO

 

 

Randall J. Hogan, III

 

LOGO

 

LOGO

 

LOGO

 

 

 

LOGO

 

 

 

 

 

 

Omar Ishrak

 

LOGO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael O. Leavitt

 

LOGO

 

 

 

 

 

LOGO

 

 

 

LOGO

 

LOGO

 

 

James T. Lenehan

 

LOGO

 

LOGO

 

 

 

 

 

 

 

LOGO

 

LOGO

 

 

Geoffrey S. Martha

 

LOGO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Elizabeth G. Nabel, M.D.

 

LOGO

 

LOGO

 

 

 

 

 

 

 

LOGO

 

LOGO

 

 

Denise M. O’Leary

 

LOGO

 

 

 

 

 

LOGO

 

LOGO

 

LOGO

 

 

 

 

Kendall J. Powell

 

LOGO

 

 

 

LOGO

 

LOGO

 

LOGO

 

 

 

 

 

 

Number of fiscal year 2020 meetings

 

6(1)

 

11

 

5

 

5

 

4

 

4

 

4

   

 

 

 

  LOGO

Member

 

  LOGO

Chair

 

  (1)

The Board held four regular meetings in fiscal year 2020, with two special meetings also being held.

The principal functions of our six standing committees — the Audit Committee, the Compensation Committee, the Finance and Financial Risk Committee, the Nominating and Corporate Governance Committee, the Quality Committee, and the Technology and Value Creation Committee — are described below.

Audit Committee(1)

 

Randall J. Hogan III (Chair)

Richard H. Anderson

James T. Lenehan

Elizabeth G. Nabel, M.D.

Number of

meetings during

Fiscal Year 2020

11

 

 

Responsibilities:

 

   

Overseeing the integrity of Medtronic’s financial reporting

 

MEDTRONIC PLC 2020 Proxy Statement       19


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Committees of the Board and Meetings

 

 

 

   

Overseeing the independence, qualifications and performance of Medtronic’s external independent registered public accounting firm and the performance of Medtronic’s internal auditors

 

   

Overseeing Medtronic’s compliance with applicable legal and regulatory requirements, including overseeing Medtronic’s engagements with, and payments to, physicians and other health care providers

 

   

Reviewing with the General Counsel and independent registered public accounting firm: legal matters that may have a material impact on the financial statements; any fraud involving management or other employees who have a significant role in Medtronic’s internal controls; compliance policies; and any material reports or inquiries received that raise material issues regarding Medtronic’s financial statements and accounting or compliance policies

 

   

Reviewing annual audited financial statements with management and Medtronic’s independent registered public accounting firm and recommending to the Board whether the financial statements should be included in Medtronic’s Annual Report on Form 10-K

 

   

Reviewing and discussing with management and Medtronic’s independent registered public accounting firm quarterly financial statements and earnings releases

 

   

Reviewing major issues and changes to Medtronic’s accounting and auditing principles and practices, including analyses of the effects of alternative GAAP methods, regulatory and accounting initiatives and off-balance sheet structures on Medtronic’s financial statements

 

   

Discussing policies with respect to risk assessment and risk management, including risks affecting Medtronic’s financial statements, operations, business continuity, and reputation and the reliability and security of our information technology and security systems, and the steps management has undertaken to monitor and control such exposures

 

   

Undertaking the appointment, compensation (subject to the requirements of Irish corporate law), retention and oversight of the independent registered public accounting firm, which reports directly to the Audit Committee

 

   

Pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm

 

   

Reviewing, at least annually, a report by the independent registered public accounting firm describing its internal quality-control procedures and any material issues raised by the most recent internal quality-control review and any recent investigations by regulatory or professional agencies, and any steps taken to deal with any such issues, and all relationships between the independent registered public accounting firm and Medtronic

 

   

Reviewing the experience and qualifications of the lead partner of the independent registered public accounting firm each year and considering whether there should be rotation of the lead partner or the independent auditor itself

 

   

Establishing clear policies for hiring current and former employees of the independent registered public accounting firm

 

   

Preparing the Report of the Audit Committee

 

   

Meeting with the independent registered public accounting firm prior to the audit to review the scope and planning of the audit

 

   

Reviewing the results of the annual audit examination

 

   

Reviewing with the independent registered public accounting firm its evaluation of Medtronic’s identification of, accounting for, and disclosure of related party transactions

 

   

Advising the Board with regard to Medtronic’s policies and procedures regarding compliance with laws and regulations

 

   

Considering, at least annually, the independence of the independent registered public accounting firm

 

   

Reviewing the adequacy and effectiveness of Medtronic’s internal control over financial reporting, including information technology and security systems related to internal controls, and disclosure controls and procedures

 

   

Reviewing with the Vice President of Internal Audit the performance of Medtronic’s internal audit function and the results of any significant internal audits

 

   

Reviewing candidates for the positions of Chief Financial Officer and Controller of Medtronic

 

   

Establishing procedures concerning the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters

 

   

Meeting privately in separate executive sessions periodically with management, internal auditors and the independent registered public accounting firm

 

   

Meeting privately in executive session with the Chief Ethics and Compliance Officer, and approving any decisions with regard to hiring, terminating, disciplining, or compensating the Chief Ethics and Compliance Officer

 

 

(1)

The Board has determined that all members of the Audit Committee satisfy the applicable audit committee independence requirements of the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC). The Board also determined that all members have acquired the attributes necessary to qualify them as “audit committee financial experts” as defined by applicable SEC rules.

Audit Committee Pre-Approval Policies

Rules adopted by the SEC require public company audit committees to pre-approve audit and non-audit services provided by a company’s independent registered public accounting firm. Our Audit Committee has adopted detailed pre-approval policies and

 

  20         MEDTRONIC PLC 2020 Proxy Statement


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Committees of the Board and Meetings

 

 

 

procedures pursuant to which audit, audit-related, tax and other permissible non-audit services are pre-approved by category of service. The fees are budgeted, and actual fees versus the budget are monitored throughout the year. During the year, circumstances may arise when it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, we obtain the approval of the Audit Committee before engaging the independent registered public accounting firm. The policies require the Audit Committee to be informed of each service, and do not permit any delegation of the Audit Committee’s responsibilities to management. The Audit Committee may delegate pre-approval authority to one or more of its members, but such member(s) must report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

Compensation Committee(1) (2)

 

Craig Arnold (Chair)

Richard H. Anderson

Scott C. Donnelly

Randall J. Hogan, III

Kendall J. Powell

Number of

meetings during

Fiscal Year 2020

5

 

 

Responsibilities:

 

   

Reviewing compensation philosophy and major compensation programs

 

   

Annually reviewing executive compensation programs

 

   

Annually reviewing and approving corporate goals and objectives relevant to the compensation of the Chief Executive Officer and, based on its own evaluation of performance in light of those goals and objectives, as well as input from the Nominating and Corporate Governance Committee; determining and approving the total compensation of the Chief Executive Officer

 

   

Annually approving the total compensation of all other executive officers, including base salaries

 

   

Provide oversight and recommend incentive compensation plans and equity-based compensation plans and approve stock and other long-term incentive awards

 

   

Monitoring compliance by the Chief Executive Officer and senior management with the Company’s stock ownership guidelines

 

   

Reviewing new compensation arrangements and reviewing and recommending to the Board severance arrangements for senior executive officers

 

   

Reviewing and discussing with management the Compensation Discussion and Analysis required by the rules of the SEC and recommending to the Board the inclusion of the Compensation Discussion and Analysis in the Company’s annual proxy statement

 

   

Assisting the Board in reviewing results of any shareholder advisory votes on executive compensation, responding to other shareholder communications that relate to the compensation of senior executive officers, and reviewing and recommending to the Board for approval the frequency with which Medtronic will conduct shareholder advisory votes

 

   

Preparing the Committee’s report to be included in Medtronic’s annual proxy statement

 

   

Assessing the Company’s risk relating to its compensation policies and practices

 

   

The Compensation Committee may form and delegate authority to subcommittees as it deems appropriate. The Compensation Committee also may delegate certain of its responsibilities to one or more designated senior executives or committees in accordance with applicable laws, regulations, and plan requirements. Please refer to the Compensation Discussion and Analysis beginning on page 30 for additional discussion of the Compensation Committee’s processes and procedures relating to compensation.

 

 

(1)

The Board has determined that all members of the Compensation Committee satisfy the applicable compensation committee requirements of the NYSE and the SEC.

 

(2)

No member of the Compensation Committee during fiscal year 2020 was an officer or employee of Medtronic, and no executive officer of Medtronic during fiscal year 2020 served on the Compensation Committee or board of any company that employed any member of Medtronic’s Compensation Committee or Board. During fiscal year 2020, Sarah Powell, a daughter of director Kendall J. Powell, was employed by Medtronic as a Global Senior Product Manager as further described in this proxy statement under Corporate Governance – Related Party Transactions and Other Matters beginning on page 24. Mr. Powell had no involvement in the hiring of this role and has had no involvement in Ms. Powell’s performance assessments or compensation decisions.

Finance and Financial Risk Committee

 

Denise M. O’Leary (Chair)

Richard H. Anderson

Craig Arnold

Andrea J. Goldsmith, Ph.D.

Michael O. Leavitt

Kendall J. Powell

Number of

meetings during

Fiscal Year 2020

5

 

 

Responsibilities:

 

   

Reviewing and approving management’s recommendations to the Board for significant capital expenditures

 

MEDTRONIC PLC 2020 Proxy Statement       21


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Committees of the Board and Meetings

 

 

 

   

Reviewing, approving and monitoring significant strategic transactions

 

   

Reviewing and overseeing management’s plans and objectives for the capitalization of the Company

 

   

Reviewing and approving management’s recommendations to the Board with respect to new offerings of debt and equity securities, stock splits, credit agreements, and Medtronic’s investment policies

 

   

Reviewing and approving management’s recommendations to the Board regarding dividends

 

   

Reviewing and approving management’s recommendations to the Board regarding authorization for repurchases of Medtronic’s stock

 

   

Reviewing and approving management’s recommendations for the Corporate Cash Investment Policy

 

   

Reviewing management’s decisions regarding certain financial aspects of the Company’s employee benefit plans

 

   

Reviewing and overseeing the Company’s tax strategies

 

   

Reviewing with management the Company’s strategies for management of significant financial risks and contingent liabilities

 

   

Reviewing with management the financial aspects of the Company’s insurance and self-insurance programs

 

   

Reviewing and recommending to the Board for approval authorization limits for the Committee and the Chief Executive Officer to approve expenditures

Nominating and Corporate Governance Committee

 

Scott C. Donnelly (Chair)

Richard H. Anderson

Randall J. Hogan III

Denise M. O’Leary

Kendall J. Powell

 

Number of

meetings during

Fiscal Year 2020

4

 

 

Responsibilities:

 

   

Formulating the Company’s policies and procedures for identifying a diverse pool of qualified director candidates and for evaluating and recommending candidates to the Board for nomination for election as directors

 

   

Implementing the Committee’s policies to identify, evaluate and recommend to the Board individuals for the Board to nominate for election as directors

 

   

Reviewing and making recommendations to the Board regarding whether members of the Board should stand for re-election

 

   

Considering any resignation offered by a director

 

   

Developing an annual evaluation process for the Board and its committees

 

   

Recommending to the Board directors to serve as members of each committee and recommending any changes to the Board or standing committees that the Committee believes desirable

 

   

Monitoring emerging corporate governance trends and overseeing and evaluating the Company’s corporate governance policies and programs to align with market best practices

 

   

Reviewing the Company’s Principles of Corporate Governance at least annually and recommending changes to the Board to align with market best practices

 

   

Reviewing shareholder proposals and recommending to the Board proposed Company responses to such proposals

 

   

Reviewing, in accordance with the Company’s Related Party Transaction Policies and Procedures, transactions and relationships with related parties that are required to be approved or ratified thereunder

 

   

Reviewing the Company’s Related Party Transactions Policies and Procedures on a periodic basis and recommending changes to the Board

 

   

Reviewing the Company’s Standards for Director Independence, recommending any modifications to the standards deemed necessary for the proper governance of the Company, and providing at least annually to the Board the Committee’s assessment of which directors should be deemed independent directors

 

   

Reviewing at least annually the requirements of a “financial expert” under the applicable rules of the SEC and NYSE and determining which directors are “financial experts”

 

   

Overseeing and reviewing on a periodic basis the continuing education program for directors and the orientation program for new directors

 

   

Providing advice to the Board regarding director compensation and benefits

 

   

Reviewing the Company’s stock ownership guidelines for directors, monitoring compliance with such guidelines, and recommending changes to the Board

 

  22         MEDTRONIC PLC 2020 Proxy Statement


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Director Independence

 

 

 

   

Reviewing Medtronic’s corporate political contributions

 

   

Reviewing the Company’s actions and governance policies in furtherance of its corporate social responsibility, including considering the sustainability and impact of the Company’s business operations on employees, citizens, communities and the environment

Quality Committee

 

Elizabeth G. Nabel, M.D. (Chair)

Andrea J. Goldsmith, Ph.D. (effective June 21, 2019)

Michael O. Leavitt

James T. Lenehan

Denise M. O’Leary

 

Number of

meetings during

Fiscal Year 2020

4

 

 

Responsibilities:

 

   

Overseeing assessment and making recommendations to the Board regarding the Company’s overall quality strategies and systems to monitor and control product quality and safety, the Company’s response to quality and quality systems assessments conducted by the Company and external regulators, the Company’s response to material quality issues and field actions, and the Company’s technology and cybersecurity strategies, systems, and controls to ensure reliability and prevent unauthorized access.

 

   

Overseeing 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

 

   

Staying informed of major regulatory changes both domestically and internationally to ensure the Company is poised to meet new standards

Technology and Value Creation Committee

 

Michael O. Leavitt (Chair)

Craig Arnold

Scott C. Donnelly

Andrea J. Goldsmith, Ph.D. (effective June 21, 2019)

James T. Lenehan

Elizabeth G. Nabel, M.D.

Number of

meetings during

Fiscal Year 2020

4

 

 

Responsibilities:

 

   

Overseeing assessment and making recommendations to the Board regarding the Company’s product, service, and technology portfolio and its effect on the Company’s growth and performance, emerging science and technology trends that will affect the Company, the Company’s approach to identifying and developing new markets, and the Company’s intellectual property portfolio

 

   

Monitoring the overall direction, effectiveness, and competitiveness of the Company’s research and development programs and pipeline

 

   

Evaluating the technological aspects of potential acquisitions as requested by the Board

 

   

Reviewing and assessing the Company’s competitive standing from a technological point of view

 

   

Providing updates to the Quality Committee, as requested, regarding technological advances in cybersecurity

 

   

Evaluating the economic value of new and existing products and services

Director Independence

Under the NYSE Corporate Governance Standards, to be considered independent, the Board must affirmatively determine that the director has no material relationship with Medtronic, other than as a director. The Board of Directors has determined that the following directors (all of our non-management directors) are independent under the NYSE Corporate Governance Standards: Messrs. Anderson, Arnold, Donnelly, Hogan, Lenehan and Powell, Drs. Goldsmith and Nabel, Gov. Leavitt and Ms. O’Leary. In making this determination, the Board considered any current or proposed relationships that could interfere with a director’s ability to exercise independent judgment, including those identified by Medtronic’s Standards for Director Independence, which correspond to the NYSE standards on independence. These standards identify certain types of relationships that are categorically immaterial and do not, by themselves, preclude the directors from being independent. The types of relationships and the directors who have had such relationships include:

 

 

being a current employee, or having an immediate family member who is an executive officer, of an entity that has made or is expected to make immaterial payments to, or that has received or is expected to receive immaterial payments from, Medtronic for property or services, and each such relationship with Medtronic, through the relevant entity, is transactional in nature and is not a material transactional relationship (Messrs. Anderson, Arnold and Hogan, and Drs. Goldsmith and Nabel);

 

MEDTRONIC PLC 2020 Proxy Statement       23


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Related Party Transactions and Other Matters

 

 

 

 

being an executive officer, director and less than 50% equity owner of an entity that receives immaterial payments from Medtronic for professional services, which relationship, through the relevant entity, relates to limited consulting services, and is not a material relationship (Gov. Leavitt); and

 

 

being an employee or executive officer of a non-profit organization to which The Medtronic Foundation has made immaterial contributions (Dr. Goldsmith).

All of the relationships of the types listed above were entered into, and payments were made or received, by Medtronic in the ordinary course of business and on competitive terms, and no director participated in negotiations regarding, nor approved, any such purchases or sales. Aggregate payments to, transactions with, or discretionary charitable contributions to each of the relevant organizations did not exceed the greater of $1,000,000 or 2% of that organization’s consolidated gross revenues for any of that organization’s last three fiscal years. The Board reviewed the transactions with each of these organizations and determined that the directors had no role with respect to the Company’s decision to make any of the purchases or sales or to engage in the relationship, and that the nature and amount of payments involved in the transactions would not influence the relevant director’s objectivity in the boardroom or have a meaningful impact on such director’s ability to satisfy fiduciary obligations on behalf of Medtronic’s shareholders.

In the course of fulfilling its duties, the Board of Directors also considered situations in which the director had a further removed relationship with the relevant third party, such as being a director or trustee (rather than an employee or executive officer), of an organization that engages in a business relationship with Medtronic or receives discretionary charitable contributions from Medtronic or its affiliates. The Board determined that no such further removed relationships impact the independence of its directors.

Related Party Transactions and Other Matters

The Board of Directors of Medtronic has adopted written related party transaction policies and procedures. The policies require that all “interested transactions” (as defined below) between Medtronic or any of its subsidiaries and a “related party” (as defined below) are subject to approval or ratification by the Nominating and Corporate Governance Committee. In determining whether to approve or ratify such transactions, the Nominating and Corporate Governance Committee will consider, among other factors it deems appropriate, whether the interested transaction is on the same terms as are generally available to an unaffiliated third-party under the same or similar circumstances, the extent of the related person’s interest in the transaction, and any other information regarding the interested transaction or the related party that would be material to investors in light of the circumstances. An interested transaction may be approved only if it is determined in good faith that, under all of the circumstances, the interested transaction is in the best interests of Medtronic and its shareholders. In addition, the Nominating and Corporate Governance Committee has reviewed certain categories of interested transactions and deemed them to be pre-approved or ratified. Also, the Board of Directors has delegated to the chair of the Nominating and Corporate Governance Committee (or another member if the chair is interested in the transaction) the authority to pre-approve or ratify any interested transaction in which the aggregate amount is not expected to exceed $1 million. Finally, the policies provide that no director shall participate in any discussion or vote regarding an interested transaction for which he or she is a related party, except that the director shall provide all relevant information concerning the interested transaction to the Nominating and Corporate Governance Committee.

Under the policies, an “interested transaction” is defined as any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or any guarantee of indebtedness) in which:

 

 

the aggregate amount involved will or may be expected to exceed $120,000 in any twelve-month period;

 

 

Medtronic or a subsidiary is a participant; and

 

 

any related party has or will have a direct or indirect interest (other than solely as a result of being a director and/or a less than ten percent beneficial owner of another entity).

An “interested transaction” includes a material amendment or modification to an existing interested transaction.

A “related party” is defined as any:

 

 

person who is or was (since the beginning of the last fiscal year for which Medtronic has filed a Form 10-K and proxy statement) an executive officer, director or nominee for election as a director (even if they do not presently serve in that role);

 

 

greater than five percent beneficial owner of Medtronic’s ordinary shares; or

 

 

immediate family member of any of the foregoing, as such terms are interpreted under Item 404 of Regulation S-K.

During fiscal year 2020, Sarah Powell, a daughter of director Kendall J. Powell, was employed by Medtronic as a Global Senior Product Manager. The aggregate value of the compensation paid to Ms. Powell during fiscal year 2020 was approximately $166,788, which included salary, bonus and equity compensation. In addition, Ms. Powell received the standard benefits provided to other non-executive Medtronic employees for her services during fiscal year 2020. Ms. Powell is not an executive officer of, and does not have a key strategic role within, Medtronic.

 

  24         MEDTRONIC PLC 2020 Proxy Statement


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Complaint Procedure; Communications with Directors

 

 

 

Complaint Procedure; Communications with Directors

The Sarbanes-Oxley Act of 2002 requires companies to maintain procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. We currently have such procedures in place. Our 24-hour, toll-free confidential compliance line is available for the submission of concerns regarding accounting, internal controls or auditing matters.

Our Lead Independent Director may be contacted via e-mail at leaddirector@medtronic.com. Interested parties may also communicate with our independent directors via e-mail at independentdirectors@medtronic.com. Communications received from interested parties may be forwarded directly to Board members as part of the materials sent before the next regularly scheduled Board meeting, although the Board has authorized management, in its discretion, to forward communications on a more expedited basis if circumstances warrant or to exclude a communication if it is illegal, unduly hostile or threatening or otherwise inappropriate. Advertisements, solicitations for periodical or other subscriptions and other similar communications generally will not be forwarded to the directors.

Our Codes of Conduct

All Medtronic employees, including our Chief Executive Officer and other senior executives, are required to comply with our Code of Conduct to help ensure that our business is conducted in accordance with the highest standards of ethical behavior. Our Code of Conduct covers all areas of professional conduct, including customer relationships, conflicts of interest, insider trading, intellectual property and confidential information, as well as requiring strict adherence to all laws and regulations applicable to our business. Employees are required to bring any violations and suspected violations of the Code of Conduct to the attention of Medtronic through management or our legal counsel or by using Medtronic’s confidential compliance line. In addition, our Code of Ethics for Senior Financial Officers provides specific policies applicable to our Chief Executive Officer, Chief Financial Officer, Treasurer and Controller and to other senior financial officers designated from time to time by our Chief Executive Officer.

These policies relate to internal controls, the public disclosures of Medtronic, violations of the securities or other laws, rules or regulations, and conflicts of interest. The members of the Board of Directors are subject to a Code of Business Conduct and Ethics relating to director responsibilities, conflicts of interest, strict adherence to applicable laws and regulations, and promotion of ethical behavior.

Our codes of conduct are published on our website, at www.medtronic.com under the About Medtronic — Corporate Governance section, and are available in print to any shareholder who requests them. We intend to disclose future amendments to, or waivers for directors and executive officers of, our codes of conduct on our website promptly following the date of such amendment or waiver.

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 2020, no changes were recommended or made to the director compensation program.

 

MEDTRONIC PLC 2020 Proxy Statement       25


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Director Compensation

 

 

 

The principal features of the compensation received by our non-employee directors for fiscal year 2020 are described below.

Non-employee Directors are eligible for the following compensation:

 

 

Annual Cash RetainerNon-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. Our objective in using annual cash retainers and stipends is to recognize the stewardship role of non-employee directors with respect to our 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

 

Annual Cash Retainer

$

175,000

Committee Chair Stipends:

Audit

$

25,000

Compensation

$

20,000

Nominating and Corporate Governance

$

20,000

Finance and Financial Risk

$

20,000

Quality

$

20,000

Technology and Value Creation

$

20,000

Lead Independent Director Stipend

$

40,000

Member Audit Committee

$

15,000

 

 

Annual Stock Awards – Each non-employee director receives an annual restricted stock unit award equal in value to $175,000, which vests as described in the Stock Awards section below. We use full-value awards and a fixed dollar value for setting equity levels to compensate our non-employee directors in a manner that is consistent with majority practice and that is competitive with our peers. We believe that the annual equity grant to our non-employee directors, in combination with our stock ownership guidelines (described in the Stock Holdings section below), further aligns the interests of our non-employee directors with the interests of our shareholders.

The Director Compensation table reflects all compensation awarded to, earned by, or paid to the Company’s non-employee directors during fiscal year 2020. No additional compensation was provided to Mr. Ishrak or Mr. Martha for their service as directors on the Board.

 

Non-Employee Director

   Fees Earned or
Paid in Cash
     Stock
Awards
     Total  

Richard H. Anderson

  

           $

190,000

 

  

$

175,054

 

  

$

365,054

 

Craig Arnold

  

           $

195,000

 

  

$

175,054

 

  

$

370,054

 

Scott C. Donnelly

  

           $

235,000

 

  

$

175,054

 

  

$

410,054

 

Randall J. Hogan, III

  

           $

200,000

 

  

$

175,054

 

  

$

375,054

 

Andrea J. Goldsmith, Ph.D.

  

           $

175,000

 

  

$

175,054

 

  

$

350,354

 

Michael O. Leavitt

  

           $

195,000

 

  

$

175,054

 

  

$

370,054

 

James T. Lenehan

  

           $

190,000

 

  

$

175,054

 

  

$

365,054

 

Elizabeth G. Nabel, M.D.

  

           $

210,000

 

  

$

175,054

 

  

$

385,054

 

Denise M. O’Leary

  

           $

195,000

 

  

$

175,054

 

  

$

370,054

 

Kendall J. Powell

  

           $

175,000

 

  

$

175,054

 

  

$

350,054

 

Fees Earned or Paid in Cash

The fees earned or paid in the cash column represent the amount of the annual retainer and annual cash stipend for Board and committee service.

The annual cash retainer, annual cash stipend and special committee fees are paid in two installments – in the middle and at the end of a fiscal year. The annual cash retainer and annual cash stipend are reduced by 25% if a non-employee director does not attend at least 75% of the total meetings of the Board and Board committees on which such director served during the relevant year. The table on page 19 of this proxy statement under the section entitled “Committees of the Board and Meetings” shows the committees on which the individual directors serve.

 

  26         MEDTRONIC PLC 2020 Proxy Statement


Table of Contents

CORPORATE GOVERNANCE

Director Compensation

 

 

 

Stock Awards

Directors are annually granted restricted stock units on the first day of the fiscal year in an amount equal to $175,000 divided by the fair market value of a Medtronic ordinary share on the date of grant. Grants are made on a pro rata basis for participants who are directors for less than the entire preceding fiscal year and are reduced by 25% for any directors who failed to attend at least 75% of the applicable meetings during such fiscal year. The restricted stock units vest on the one-year anniversary of the grant date.

Dividends paid on Medtronic ordinary shares are credited to a director’s stock unit account in the form of additional units.

Prior to the Covidien acquisition in January 2015, directors were granted deferred stock units rather than restricted stock units. The balance in a director’s stock unit account will be distributed to the director in the form of Medtronic ordinary shares upon resignation or retirement from the Board in a single distribution or, at the director’s option, in five equal annual distributions.

Stock Holdings

Non-employee directors held the following restricted stock units, stock options, and deferred stock units as of April 24, 2020:

 

Non-Employee Director

   Restricted
Stock Units
     Stock
Options
     Deferred
Stock Units
 

Richard H. Anderson

     2,042               29,554  

Craig Arnold

     2,042                

Scott C. Donnelly

     2,042               2,216  

Andrea J. Goldsmith, Ph.D.

     264                

Randall J. Hogan, III

     2,042                

Michael O. Leavitt

     2,042               7,848  

James T. Lenehan

     2,042               22,823  

Elizabeth G. Nabel, M.D.

     2,042                

Denise M. O’Leary

     2,042               31,840  

Kendall J. Powell

     2,042               21,876  

To align directors’ interests more closely with those of shareholders, the Nominating and Corporate Governance Committee approved the Medtronic plc Stock Ownership and Retention Guidelines pursuant to which non-employee directors are expected to own stock of Medtronic in an amount equal to five times the annual Board retainer. Until the ownership guideline is met, the directors must retain 75% of after-tax Medtronic shares received through settlement of equity compensation awards. Once the guideline is met, the directors must retain 75% of after-tax shares for one year following grant of equity compensation awards. For stock options, net after-tax profit shares are those shares remaining after payment of the option’s exercise price and income taxes. For share issuances, net gain shares are those remaining after payment of income taxes. Shares retained may be sold on the later of one year after grant or when the ownership guidelines are met. In the case of retirement or termination, shares may be sold after the shorter of the remaining retention period or one year following retirement or termination, as applicable. As of August 3, 2020, all directors were in compliance with the stock ownership and retention policy; however, due to their tenure as a director, Dr. Nabel and Dr. Goldsmith are expected to make progress towards the required ownership guidelines over time.

Deferrals

Prior to the Covidien acquisition in January 2015, directors were able to defer all or a portion of their cash compensation through participation in the Medtronic Capital Accumulation Plan Deferral Program. This was a nonqualified plan designed to allow participants to defer a portion of their pre-tax compensation, and to earn returns or incur losses on those deferred amounts based upon allocation of their balances to one or more investment alternatives, which were the same investment alternatives that Medtronic offers its employees through its 401(k) Plan. Director contributions in the deferred compensation program were discontinued effective as of the close of the Covidien acquisition in January 2015.

 

MEDTRONIC PLC 2020 Proxy Statement       27


Table of Contents

SHARE OWNERSHIP INFORMATION

Significant Shareholders

The following table shows information as of August 3, 2020, concerning each person who is known by us to beneficially own more than 5% of our ordinary shares.

 

Name of Beneficial Owner

   Amount and
Nature of
Beneficial
Ownership of
Ordinary
Shares
     Of Shares
Beneficially
Owned,
Amount that
May Be
Acquired
Within 60
Days
     Percent
of Class
 

The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355(1)

  

 

114,617,479

 

  

 

N/A

 

  

 

8.53

 

BlackRock, Inc., 55 East 52nd Street, New York, NY 10055(2)

  

 

109,561,921

 

  

 

N/A

 

  

 

8.15

 

Wellington Management Group LLP, 280 Congress St, Boston, MA 02210(3)

  

 

68,769,139

 

  

 

N/A

 

  

 

5.12

 

  (1)

The information for security ownership of this beneficial owner is based on a Schedule 13G filed by The Vanguard Group on February 10, 2020. On such date, Vanguard, together with its affiliates, held indirect voting power over ordinary shares. Based upon shares outstanding as of August 3, 2020, the shareholder beneficially owns approximately 8.53% of our shares outstanding.

 

  (2)

The information for security ownership of this beneficial owner is based on a Schedule 13G filed by BlackRock, Inc. on February 5, 2020. On such date, BlackRock, together with its affiliates, held indirect voting power over ordinary shares. Based upon shares outstanding as of August 3, 2020, the shareholder beneficially owns approximately 8.15% of our shares outstanding.

 

  (3)

The information for security ownership of this beneficial owner is based on a Schedule 13G filed by Wellington Management Group LLP on February 14, 2020. On such date, Wellington Management Group LLP, together with its affiliates, held indirect voting power over ordinary shares. Based upon shares outstanding as of August 3, 2020, the shareholder beneficially owns approximately 5.12% of our shares outstanding.

Beneficial Ownership of Management

The following table shows information as of August 3, 2020, concerning beneficial ownership of Medtronic’s ordinary shares by Medtronic’s directors, named executive officers identified in the Summary Compensation Table under “Executive Compensation,” and all directors and executive officers as a group.

 

Name of Beneficial Owner

   Amount and
Nature of
Beneficial
Ownership of
Ordinary
Shares(8)
     Of Shares
Beneficially
Owned,
Amount that
May Be
Acquired
Within 60
Days
 

Richard H. Anderson(1)

  

 

104,371

 

  

 

31,475

 

Craig Arnold

  

 

32,019

 

  

 

1,747

 

Michael J. Coyle(2)

  

 

810,821

 

  

 

657,697

 

Scott C. Donnelly(3)

  

 

12,627

 

  

 

3,976

 

Randall J. Hogan, III

  

 

38,831

 

  

 

1,747

 

Omar Ishrak(4)

  

 

2,186,133

 

  

 

2,092,953

 

Andrea J. Goldsmith, Ph.D.

  

 

1,961

 

  

 

1,747

 

Michael O. Leavitt

  

 

20,301

 

  

 

9,641

 

James T. Lenehan

  

 

56,573

 

  

 

24,705

 

Bradley E. Lerman

  

 

524,038

 

  

 

500,089

 

Geoffrey S. Martha

  

 

764,571

 

  

 

740,712

 

Elizabeth G. Nabel, M.D.

  

 

9,418

 

  

 

1,747

 

Denise M. O’Leary

  

 

67,346

 

  

 

8,153

 

Karen L. Parkhill(5)

  

 

480,613

 

  

 

428,973

 

Kendall J. Powell(6)

  

 

37,204

 

  

 

23,752

 

Directors and executive officers as a group (21 persons)(7)

  

 

7,011,166

 

  

 

6,424,470

 

 

  28         MEDTRONIC PLC 2020 Proxy Statement


Table of Contents

SHARE OWNERSHIP INFORMATION

Delinquent Section 16(a) Report

 

 

 

  (1)

Includes 4,800 shares held by Mr. Anderson’s spouse’s trust.

 

  (2)

Includes 4,104 shares held by Mr. Coyle’s spouse and 250 shares held by family trust.

 

  (3)

Includes 245 shares held by Mr. Donnelly’s spouse’s trust.

 

  (4)

Includes indirect holdings of Mr. Ishrak of 5,900 shares held by GRAT 2018, 18,182 shares held by GRAT 2019 and 22,508 shares held by GRAT 2020.

 

  (5)

Includes 86 shares held by Ms. Parkhill’s trust and 605 shares held by each of Ms. Parkhill’s three children.

 

  (6)

Includes 3,000 shares held by Mr. Powell’s spouse’s trust.

 

  (7)

As of August 3, 2020, no director or executive officer beneficially owns more than 1% of the shares outstanding. Medtronic’s directors and executive officers as a group beneficially own approximately 0.52% of the shares outstanding.

 

  (8)

Amounts include the shares shown in the last column, which are not currently outstanding but are deemed beneficially owned because of the right to acquire shares pursuant to options exercisable or RSUs vesting and payable within 60 days of the December 11, 2020 Annual General Meeting, and the right to receive shares for deferred stock units within 60 days of the December 11, 2020 Annual General Meeting upon a director’s resignation.

Delinquent Section 16(a) Report

Based upon a review of reports and written representations furnished to it, Medtronic believes that during fiscal year 2020, no director, officer, or other person subject to Section 16(a) of the Exchange Act (“Section 16”) with respect to Medtronic failed to file on a timely basis any report required by Section 16.

 

MEDTRONIC PLC 2020 Proxy Statement       29


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides an easy to understand narrative about the compensation programs and decisions made by the Compensation Committee for the fiscal year 2020 named executive officers (“NEOs”) as disclosed in the Summary Compensation Table and associated supporting tables.

Executive Summary

Executive Compensation Philosophy

Our compensation programs align the interests of all our executives, including NEOs, with those of our shareholders. Our programs are market-competitive to ensure we attract, retain and engage 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 cash and equity incentives.

 

 

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.

 

 

Market Median Pay. We position each element of total direct compensation within a market median range that is +/- 15% of median for base salary and annual incentive and +/- 20% of median for long-term incentives and total direct compensation. Performance that is above or below the median of our 27-company comparison group (“Comparison Group”) will generate total compensation that is above or below the median total compensation for the same group.

 

 

Comprehensive Benefit Programs. We enhance competitive total direct compensation with comprehensive employee benefit programs that support retirement, health and wellness. NEOs have the same health and retirement benefits as other Medtronic executives.

 

 

Shareholder Value Alignment. We align incentive programs with shareholder value creation by using annual and three-year performance measures that drive shareholder value. Incentive goals come directly from our Board-approved annual operating plan and our Board-approved long-term strategic plan.

 

 

Focus on Quality. We emphasize quality: payouts under our annual incentive plan can be reduced if a quality compliance modifier performance threshold is not achieved. The quality modifier, which may reduce but not increase a payout, is designed to align Medtronic employees with the Medtronic Mission, “To strive without reserve for the greatest possible reliability and quality in our products...”. The modifier uses Food and Drug Administration inspection observations to provide a standardized and rigorous assessment of our product and process quality.

Background and Context for Fiscal Year 2020

Fiscal Year 2020 NEO Compensation

The Compensation Committee made the following compensation decisions effective for the start of fiscal year 2020 based on company and individual performance during fiscal year 2019. These decisions set base salary as well as the targeted values for annual and long-term incentive plans that commence for fiscal year 2020.

 

 

Salary merit increases for the NEOs averaged 3.0%.

 

 

Target annual incentive opportunities as a percentage of base salary for FY20 were 175% for Mr. Ishrak, 110% for Ms. Parkhill, 150% from 100% for Mr. Martha (commensurate with his appointment to President), 100% for Mr. Coyle, and 85% for Mr. Lerman.

 

 

Long-Term Incentive Plan (“LTIP”) target opportunities increased 3.7% to $14.0 million for Mr. Ishrak, 16.9% to $4.4 million for Ms. Parkhill, 4.5% to $4.6 million for Mr. Coyle and 6.7% and to $3.2 million for Mr. Lerman. The LTIP target for Mr. Martha increased to $10.0 million from $3.8 million due to his appointment as President of Medtronic effective November 1, 2019. Mr. Martha received a pro-rated grant following his appointment based on the difference between his LTIP target as President and his prior LTIP target.

The LTIP increase for Ms. Parkhill was designed to bring her target value to the market median over a period of time following her appointment. LTIP increases for Messrs. Coyle and Lerman were designed to align target values with tenure and performance.

 

  30         MEDTRONIC PLC 2020 Proxy Statement


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

 

 

 

Fiscal Year 2020 Financial Performance Summary

During fiscal year 2020, Medtronic’s financial performance was affected by the deferral of procedures in many markets around the world as a result of the COVID-19 pandemic, which occurred in the company’s fiscal fourth quarter. Despite the pandemic, the company continued to execute on its broad sustainable growth strategy and has remained focused on continuing to drive therapy innovation and global market penetration which included a steady cadence of innovative new product launches.

For the Company’s annual incentive plan, performance was as follows: (i) revenue declined 4% on a constant currency basis, (ii) non-GAAP diluted earnings per share (“EPS”) growth declined 11.8% on a comparable basis which adjusts for realized gains on minority investments, in process R&D impairments, and exit of businesses, and (iii) free cash flow, adjusted for the annual incentive plan was $5.748 billion, which adjusts free cash flow for certain delayed restructuring payments. For details on these adjustments to EPS and free cash flow, please see Appendix A. As illustrated below, the Company did not meet the EPS threshold required for a MIP payout and as a result a payout did not occur for our senior leadership as detailed below.

For the Company’s long-term performance plan, performance was as follows: (i) revenue growth was in the mid-single digit range on a comparable, constant currency basis, and (ii) return on invested capital was in the low-double digits. As illustrated below, the Company fell below its revenue growth and return on invested capital targets. As a result, payout for the long-term performance plan was below target and paid out at 75.16%.

 

 

LOGO

 

  (1)

Refer to page 42 for definitions of revenue growth and free cash flow used in calculating results for Medtronic’s Annual Incentive Plan.

 

  (2)

These metric’s represent non-GAAP financial measures and reconciliations to GAAP financial measures are included in Appendix A. Results are adjusted for management’s discretion as allowed under the company’s Annual Incentive Plan.

 

  (3)

Refer to page 47 for definitions of revenue growth and return on invested capital (“ROIC”) used in calculating result for Medtronic’s Long-Term Performance Plan.

Due to the unprecedented impact of COVID-19 on our business in the fourth quarter of the year, our incentive compensation plans for senior executives and other employees were materially impacted for fiscal 2020. Specifically:

 

 

Financial results for our annual incentive plan, which includes revenue growth, non-GAAP diluted EPS growth, free cash flow metrics, fell below thresholds resulting in zero payout under the plan;

 

 

Performance for our cash long-term performance plan, which includes cumulative revenue growth and return on invested capital, were also negatively impacted, resulting in a below target payout of 75.16% for the three-year period ending April 2020;

 

 

Our remaining in-cycle performance based long-term incentives, including the long-term performance plan and performance-based restricted stock awards for cycles ending in April 2021 and April 2022 are expected to also be materially impacted.

As a result of these impacts, the Committee made the decision to fund our annual incentive plan, which we call the Medtronic Incentive Plan or MIP, at 82.8% of target for the year for all 63,000 employees in the plan except for our most senior leaders including the NEOs.

 

MEDTRONIC PLC 2020 Proxy Statement       31


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

 

 

 

This payout was calculated based on our performance against our financial goals through the first three quarters of fiscal 2020 weighted 75%, and a zero payout for the fourth quarter weighted 25%.

For our most senior leaders, including our NEOs, the Committee did not award an annual cash incentive for the year, in recognition of the fact that we did not achieve our performance objectives and our performance results for the full year were below fiscal 2019. The Committee also reviewed the forecasted impact of COVID-19 on in-flight long-term incentive plans that are scheduled to payout in Fiscal Years 2021 and 2022.

In consideration of these factors, the Committee decided to make a special, one-time grant of unvested stock options in August 2020 to align pay with the performance delivered to our stockholders as our business recovers from the pandemic. These 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. The Committee believes that these stock options appropriately reward individual executive performance while maintaining strong alignment with shareholder value creation as our business recovers from the pandemic.

As discussed in more detail below, because these stock options were granted in Fiscal Year 2021 they will not be reported as compensation in the Summary Compensation Table or Grants of Plan Based Awards Table until the end of Fiscal Year 2021. The grant amounts for our NEOs are:

 

Name

   FY2021 Stock Option
Award Value
 

Omar Ishrak

  

                    $

2,530,000

 

Karen L. Parkhill

  

                    $

800,000

 

Geoffrey S. Martha

  

                    $

1,130,000

 

Michael J. Coyle

  

                    $

780,000

 

Bradley E. Lerman

  

                    $

620,000

 

In addition, award payouts for the Fiscal Year 2020 annual incentive plan and the Fiscal Year 2018 through Fiscal 2020 three-year long-term performance plan were at 0% and 75% of target award opportunities, respectively, as summarized below.

ACTUAL PERFORMANCE AS A PERCENT OF PLAN PERFORMANCE &

ACTUAL AWARD PAYOUT AS A PERCENT OF TARGET AWARD PAYOUT

 

 

LOGO

 

  32         MEDTRONIC PLC 2020 Proxy Statement


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

 

 

 

Compensation of our Chief Executive Officer

The compensation of our CEO is positioned within the median range of our Compensation Comparison Group and is based on the same design elements and performance standards that are applicable to the other NEOs. Pay for performance is an important principle of our compensation programs and looking at realizable compensation is one approach to analyze CEO pay against company performance.

The following chart presents a comparison of our CEO’s “realizable compensation” relative to Company performance for the last three completed fiscal years. Realizable compensation represents the sum of actual base salaries paid, actual bonuses earned, the Black-Scholes value of stock options, fair market value of restricted stock and projected value of long-term performance awards as of April 24, 2020.

Total shareholder return consists of three-year stock price appreciation and dividend reinvestments. 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. The analysis indicates that realizable compensation is reasonably aligned with Company total shareholder return, revenue and EPS growth, and Avg. ROIC and further indicates that realizable compensation is 5% lower than total direct compensation as granted over that same 3-year period.

 

   

3-Year CEO Realizable Pay vs. Performance

$000s

 

 

3-Year CEO
Realizable Pay

         3-Year Financial Performance  Ranking1  
                    

UTX

  Company   CEO          TSR    Revenue
Growth
  

EPS

Growth

  

Avg.

ROIC

MSFT  

Microsoft Corporation

  $ 151,423        MSFT    BMY    BSX    BA
ABT  

Abbott Laboratories

  $ 119,468        ABT    MSFT    LLY    LMT
LLY  

Eli Lilly and Company

  $ 96,421        LLY    ABT    MRK    BIIB
DHR  

Danaher Corporation

  $ 89,352        DHR    BDX    PFE    ABBV
JNJ  

Johnson & Johnson

  $ 83,167        BAX    UTX    MSFT    MMM
INTC  

Intel Corporation

  $ 82,069        UNH    UNH    INTC    LLY
UNH  

UnitedHealth Group Incorporated

  $ 79,532        INTC    ABBV    ABT    MSFT
AMGN  

Amgen Inc.

  $ 78,957        QCOM    LMT    BIIB    BMY
LMT  

Lockheed Martin Corporation

  $ 78,215        AMGN    SYK    UNH    JNJ
MRK  

Merck & Co., Inc.

  $ 78,126        BDX    BSX    LMT    INTC
CSCO  

Cisco Systems, Inc.

  $ 76,293        LMT    INTC    ABBV    QCOM
BAX  

Baxter International Inc.

  $ 71,984        ABBV    BIIB    HON    HON
ABBV  

AbbVie Inc.

  $ 69,133        SYK    MRK    CSCO    MRK
SYK  

Stryker Corporation

  $ 68,441        BSX    JNJ    SYK    AMGN
BMY  

Bristol-Myers Squibb Company

  $ 57,163        MRK    BAX    DHR    PEP
BDX  

Becton, Dickinson and Company

  $ 56,129        CSCO    PEP    MDT    CSCO
HON  

Honeywell International Inc.

  $ 52,713        JNJ    LLY    AMGN    UNH
BSX  

Boston Scientific Corporation

  $ 51,048        GILD    MMM    QCOM    GILD
MDT  

Medtronic plc

  $ 50,614        MDT    QCOM    PEP    IBM
QCOM  

QUALCOMM Incorporated

  $ 50,423        PEP    DHR    JNJ    SYK
IBM  

International Business Machines Corporation

  $ 50,057        BMY    AMGN    MMM    BAX
PEP  

PepsiCo, Inc.

  $ 47,414        PFE    CSCO    IBM    PFE
GILD  

Gilead Sciences, Inc.

  $ 47,275        HON    MDT    UTX    UTX
PFE  

Pfizer Inc.

  $ 46,530        BIIB    IBM    BAX    BSX
BA  

The Boeing Company

  $ 43,327        UTX    PFE    BDX    MDT
BIIB  

Biogen Inc.

  $ 42,143        IBM    HON    GILD    DHR
UTX  

United Technologies

  $ 36,842        MMM    GILD    BMY    ABT
MMM  

3M Company

  $ 26,254          BA    BA    BA    BDX
   

MDT Percent Rank

    32P          34P    16P    44P    8P

 

  1

Comparator company financial data as of Q1 2020 (i.e. 3/31/2020 for calendar year end companies). Medtronic financial data reflect FY 2020 results.

 

MEDTRONIC PLC 2020 Proxy Statement       33


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

 

 

 

3-YEAR MEDTRONIC CEO TOTAL DIRECT COMPENSATION

AS GRANTED VERSUS REALIZABLE COMPENSATION

 

 

LOGO

NEO Pay Versus Performance

The Compensation Committee annually evaluates NEO Realizable Pay against company performance. As illustrated below, 3-Year Realizable pay is below Total Shareholder return over the same period.

3-Year Average NEO Realizable Pay and Indexed Total shareholder Return

 

 

LOGO

 

 

  34         MEDTRONIC PLC 2020 Proxy Statement


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

 

 

 

Consideration of “Say-on-Pay” Voting Results

 

 

LOGO

 

  

 

At our 2019 annual meeting, shareholders again showed strong support for our executive compensation programs with 95% of the votes cast approving our executive compensation.

 

The Compensation Committee reviewed shareholder and other stakeholder feedback along with the results of the shareholder “say-on-pay” vote in making compensation decisions during fiscal year 2020. Efforts to gather stakeholder feedback included periodic outreach to our largest shareholders. Based on this feedback and the 95% say-on-pay approval by shareholders in 2019, the Compensation Committee concluded that shareholders support our compensation policies and practices. Therefore, the Compensation Committee continued to apply the same principles in determining fiscal year 2020 compensation actions.

Shareholder Responsiveness

The Compensation Committee did decide in fiscal year 2020 to replace the cash-settled long-term performance plan with a performance share plan beginning with the fiscal year 2021 grants (see page 45 for more details). In fiscal year 2019 the Committee added Relative Total Shareholder Return to the LTIP. These decisions were, in part, based on suggestions from shareholders over the past couple of years. The Compensation Committee will continue to gather and consider shareholder feedback in future compensation decisions. The Medtronic advisory “say-on-pay” vote is held on an annual basis.

Corporate Governance

The Compensation Committee has incorporated the following market-leading governance features into our programs:

 

 

Summary of Key Compensation Practices

 

What We Do

        Double-trigger change of control vesting of compensation and benefits, including equity
        Comprehensive clawback policy that applies to annual incentive, long-term incentives and equity compensation
        Rigorous stock ownership requirements and holding periods on portions of after-tax shares until guidelines are met
        Targets for performance metrics aligned to financial goals communicated to shareholders
        Multiple performance metrics under our short- and long-term performance-based plans discourage short-term risk-taking at the expense of long-term results
        Policy providing for forfeiture of equity awards when a NEO terminates employment for any reason other than retirement, disability, death, or termination under specific circumstances related to a change of control
        Responsible use of shares under our long-term incentive program
        Align pay and shareholder performance
        Engagement of an independent compensation consultant
        Limited perquisites

What We Do
Not Do

   ×      No defined benefit supplemental executive retirement plans or special healthcare coverage for NEOs
   ×      No “single-trigger” vesting of equity awards in event of a change of control
   ×      No dividends or dividend equivalents on unearned equity compensation
   ×      No excessive severance benefits
   ×      No hedging and pledging of Company stock permitted for executives
   ×      No “golden parachute” excise tax gross-ups
   ×      No backdating or repricing of stock option awards
   ×      No multi-year compensation guarantees

 

MEDTRONIC PLC 2020 Proxy Statement       35


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Participants in Executive Compensation Design and Decision-Making Process

 

 

 

Participants in Executive Compensation Design and Decision-Making Process

Role of Compensation Committee

The Compensation 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 Committee solicits input from an independent outside compensation consultant and relies on the consultant’s advice. For more information on the Compensation Committee, its members and its duties as identified in its charter, please refer to the section entitled “Committees of the Board and Meetings — Compensation Committee” beginning on page 19 of this proxy statement.

Independent Compensation Consultant

The Compensation Committee has engaged Semler Brossy Consulting Group (“Semler Brossy”), an independent outside compensation consulting firm (the “Independent Consultant”), to advise the Compensation Committee on all matters related to executive officer compensation. Specifically, the Independent Consultant conducts an annual competitive market analysis of total compensation for NEOs, provides relevant market data, updates the Compensation Committee on compensation trends and regulatory developments, and counsels the Compensation Committee on program designs and specific compensation decisions related to our CEO and other executives. This is the only work completed by the Independent Consultant for Medtronic and the services of that firm are at the discretion and direction of the Compensation Committee.

Consistent with the NYSE listing standards, the Compensation Committee reviews and confirms the independence of its outside consultants on an annual basis. In connection with this process, the Compensation Committee has reviewed, among other items, a letter from Semler Brossy addressing its independence and the members of the consulting team serving the Compensation Committee, including the following factors: (i) other services provided to us by Semler Brossy, (ii) fees paid by us as a percentage of Semler Brossy’s total revenue, (iii) policies or procedures of Semler Brossy that are designed to prevent conflicts of interest, (iv) any business or personal relationships between the senior advisor of the consulting team and a member of the Compensation Committee, (v) any Company stock owned by the senior advisor or any member of that individual’s immediate family, and (vi) any business or personal relationships between our executive officers and the senior advisor. The Compensation Committee discussed these considerations and concluded that the work performed by Semler Brossy and its senior advisor involved in the engagement did not raise any conflict of interest.

Role of Chief Executive Officer in Compensation Decisions

In making compensation decisions for executive officers reporting to the CEO, the Compensation Committee solicits the views of our CEO and the Independent Consultant. The Compensation Committee conducts executive sessions without the CEO present. The CEO does not make recommendations to the Compensation Committee about his own compensation.

 

  36         MEDTRONIC PLC 2020 Proxy Statement


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Program Design

 

 

 

Executive Compensation Program Design

The overall design of our executive compensation program is illustrated below:

 

   

 

Component

 

  

 

Performance
Period (yrs.)

 

  

 

Basic Design

 

  

 

Purpose

 

   

LOGO

  Base Salary    1   

 Calibrated with the Comparison Group market median range

  

 Compensates for carrying out basic duties of the job

 Recognizes individual experiences, skills, and sustained performance

 
  Benefits    1   

 Health, retirement, and other life events

 Market-competitive benefits

  

 Provides same benefits available to Medtronic employees; non-qualified deferred compensation plan provides the same tax planning benefit to executives after adjusting for statutory limitations

 
  Perquisites    1   

 Allowance covering expenses such as financial and tax planning, memberships, etc.

 No tax gross-up

  

 Provides a modest allowance to be used in lieu of Company-provided perquisites

   

LOGO

  Annual Incentive Plan    1   

 Uses revenue growth, non-GAAP diluted EPS growth, free cash flow, and quality compliance performance measures

 Actual payout for performance below threshold is zero. Payout for performance between threshold and maximum is 50-200% of target for revenue growth and non- GAAP diluted EPS growth and between 50%-150% of target for free cash flow

  

 Rewards the accomplishment of annual operating plan based on Company performance and it is driven by performance for our shareholders

 
  Restricted Stock Units    3   

 Granted annually

 Vest 100% on the 3rd anniversary of grant date

 Vesting is dependent on achieving a three-year non- GAAP diluted EPS growth threshold

  

 Promotes long-term stock ownership in Medtronic

 Encourages retention

 Includes a long-term performance-based threshold that must be achieved for award vesting

 Beginning in FY21 – FY23 grant the performance threshold for RSUs will be removed.

 
  Stock Options    4   

 Granted annually

 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

 
  Long-Term Performance Plan    3   

 Granted annually

 Actual pay for performance below threshold is zero; payout for performance between threshold and maximum is 50%-200%

 Uses cumulative revenue growth, return on invested capital, & relative TSR performance measures over a three-year performance period

 Payable in cash if performance criteria satisfied

  

 Aligns a portion of cash compensation to longer-term strategic financial goals not influenced by variability in the stock market

 Beginning with the FY21-FY23 grant the cash settled long-term performance plan is being replaced with a Performance Share Plan (PSP).

   

 

MEDTRONIC PLC 2020 Proxy Statement       37


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

How We Establish Executive Compensation Levels

 

 

 

The mix of total direct compensation for our NEOs is weighted 88% to 91% at risk with 73% to 74% allocated to long-term incentives, as illustrated below:

 

CHIEF EXECUTIVE OFFICER

TARGET TOTAL DIRECT COMPENSATION COMPONENTS

  

AVERAGE OTHER NAMED EXECUTIVE OFFICER

TARGET TOTAL DIRECT COMPENSATION COMPONENTS

 

 

LOGO

  

 

 

LOGO

How We Establish Executive Compensation Levels

The Compensation Committee considers relevant market pay practices when establishing executive compensation program and pay levels, including base salary and annual and long-term incentives. To facilitate our ability to benchmark competitive compensation levels and practices, the Compensation Committee established a Comparison Group. The Compensation Committee selected the companies that constitute the Comparison Group after discussing various recommendations from the Independent Consultant. The Comparison Group is selected using Compensation Committee-approved criteria designed to identify companies with whom we are most likely to compete for talent. The criteria factors in our size (measured by revenue, market capitalization, and other size measures), our complexity, and our global footprint and also ensures we include companies that represent the Medical Device, Life Sciences and Technology industries.

The Compensation Committee uses data from the Comparison Group to establish a competitive market median range within which individual pay is positioned to reflect each NEOs experience and performance. Consistent with our pay-for-performance philosophy, we establish an award range for short-term and long-term incentives that generates above-market pay for above-market performance and below-market pay for below-market performance. In addition to the competitive market information, the Compensation Committee also reviews information about performance, potential, expertise, and experience for each NEO.

The following table summarizes the selection criteria used by the Compensation Committee to select the Compensation Comparison Group.

 

Selection Criteria

Start with Standard & Poor’s 100 largest U.S. companies and the S&P 500 Healthcare Equipment and Technology Indices

 

Limit to Several Relevant Global Industry Classification Standard Sectors

   Consider the following criteria for selecting companies

 

1. Health Care

2. Consumer Staples

3. Industrials

4. Information Technology

5. Materials

  

1. Overall company size

2. Health care company

3. Data science and artificial intelligence

4. Global operations

5. Manufacturer

6. Government contractor

7. Geographic competitor

8. Mergers and acquisitions

9. Proxy advisory peer companies

 

 

  38         MEDTRONIC PLC 2020 Proxy Statement


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal Year 2020 Compensation Decisions

 

 

 

During fiscal year 2019, the Independent Consultant recommended the following changes to the Comparison Group: (1) the removal of General Electric, Coca-Cola, Proctor & Gamble and Monsanto; and (2) the addition of Microsoft, Baxter, Becton Dickinson and Stryker (healthcare equipment companies included in the ISS comparison group). The recommended changes to the Comparison Group increased the emphasis on healthcare, data sciences and artificial intelligence companies. The Compensation Committee approved these changes for fiscal year 2020. Summarized below is a comparison of the Company to the Comparison Group in various measures of financial and market size at the middle of fiscal year 2020:

COMPARISON GROUP SIZE COMPARISONS

 

   

        

  27-Company Comparison Group
     

 

 

LOGO

 

Financial data sourced from S&P Capital IQ.

 

3M

 

Honeywell

 

Abbott Laboratories

 

IBM

 

AbbVie

 

Intel

 

Amgen

 

Johnson & Johnson

 

Baxter

 

Lockheed Martin

 

Becton, Dickinson

 

Merck

 

Biogen

 

Microsoft

 

Boeing

 

PepsiCo

 

Boston Scientific

 

Pfizer

 

Bristol-Myers

 

QUALCOMM

 

Cisco Systems

 

Stryker

 

Danaher

 

United Technologies

 

Eli Lilly

 

UnitedHealth Group

 

Gilead Sciences

   

 

 

All financial and market data are taken from Standard & Poor’s Capital IQ

Fiscal Year 2020 Compensation Decisions

Fiscal Year 2020 Annual Base Salaries for Named Executive Officers

One of the principles of our compensation philosophy as outlined on page 30 is to maintain base salary within a +/- 15% range around the median base salary paid by our Comparison Group for similar positions. The range allows for pay decisions to consider individual factors such as performance, potential, expertise, and experience. At the beginning of each fiscal year, the Independent Consultant presents to the Compensation Committee an analysis that identifies the median base salary ranges for the CEO and each NEO based on their respective, or substantially similar, positions in the Compensation Comparison Group. Using this market data the Compensation Committee approves base pay increases for NEOs and recommends to the Board of Directors base pay increases for the CEO considering individual factors such as performance for the previous fiscal year (fiscal year 2019), potential, expertise, and experience.

The table below shows the fiscal year 2020 base salary increases for the CEO and each NEO.

 

Name

   FY2019 Salary
(000s)
     FY2020 Salary
(000s)
     Merit %  
Increase  
 

Omar Ishrak

                       $ 1,693                          $ 1,744        3.0%  

Karen L. Parkhill

                       $ 826                          $ 867        5.0%  

Geoffrey S. Martha(1)

                       $ 693                          $ 1,100        58.7%  

Michael J. Coyle

                       $ 925                          $ 934        1.0%  

Bradley E. Lerman

                       $ 849                          $ 874        3.0%  

 

  (1)

In connection with Mr. Martha’s appointment to President effective November 1, 2019, Mr. Martha’s annualized base salary increased to $1,100,000, prorated for Fiscal Year 2020. Prior to November 1, Mr. Martha’s annual base salary was $693,000.

 

MEDTRONIC PLC 2020 Proxy Statement       39


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal Year 2020 Annual Medtronic Incentive Plan (“MIP”) Design

 

 

 

Fiscal Year 2020 Annual Incentive Target Pay

Using the same analytical approach described for the annual base salary, the Independent Consultant identifies a +/- 15% range around the median for annual incentive target pay for the CEO and each NEO, which is set as a percentage of annual base salary. The table below shows fiscal year 2020 CEO and NEO annual incentive target pay as a percentage of base salary.

 

Name

   FY2019
MIP
Target
     FY2020
MIP
Target
     %
Increase/
(Decrease)
 

Omar Ishrak

     175%        175%        0%  

Karen L. Parkhill

     110%        110%        0%  

Geoffrey S. Martha(1)

     100%        150%        50%  

Michael J. Coyle

     100%        100%        0%  

Bradley E. Lerman

     85%        85%        0%  

 

  (1)

In connection with Mr. Martha’s appointment to President effective November 1, 2019, Mr. Martha’s annual incentive target was increase to 150% of his base salary, pro-rated in the year of appointment. Prior to November 1, Mr. Martha’s annual incentive target was 100%

Fiscal Year 2020 Long-Term Incentive Plan (LTIP) Target Pay

Using the same analytical approach described for the annual base salary and annual target incentive, the Independent Consultant identifies a +/- 20% range around the median target value for LTIP target pay for the CEO and each NEO.

The LTIP target for Mr. Martha increased to $10.0 million from $3.8 million due to his appointment as President of Medtronic effective November 1, 2019.

The LTIP target for Ms. Parkhill was updated coincident with individual performance-based progression towards the competitive market median. LTIP increases for Messrs. Coyle and Lerman are designed to align target values with tenure and performance.

 

Name

   FY2019 LTIP
Target
(000s)
     FY2020 LTIP
Target
(000s)
    

%  

Increase  

Omar Ishrak

                         $ 13,500                            $ 14,000        3.7

Karen L. Parkhill

                         $ 3,765                            $ 4,400        16.9

Geoffrey S. Martha(1)

                         $ 3,800                            $ 10,000        163.2

Michael J. Coyle

                         $ 4,400                            $ 4,600        4.5

Bradley E. Lerman

                         $ 3,000                            $ 3,200        6.7

 

  (1)

In connection with Mr. Martha’s appointment to President effective November 1, 2019, Mr. Martha’s annual LTIP target increased to $10,000,000, pro-rated in the year of appointment. Prior to his appointment, Mr. Martha’s LTIP target was $3,800,000.

Fiscal Year 2020 Annual Medtronic Incentive Plan (“MIP”) Design

Annual incentive compensation supports the Compensation Committee’s pay-for-performance philosophy and aligns individual payouts with Company goals as set forth in the Company’s annual operating plan. Under the MIP, executives are eligible for cash awards based on the Company’s attainment of performance goals established by the Compensation Committee and the Board of Directors as part of the annual operating and strategic planning process. Consistent with past practice, the Compensation Committee structured the 2020 annual incentive plan as follows:

 

 

At the beginning of the fiscal year, the Compensation Committee established performance measures and goals based on the Board approved annual operating plan (see following paragraph for more detail on the performance measures).

 

 

Also at the beginning of the fiscal year, the Compensation Committee sets individual target awards for each executive, expressed as a percentage of base salary, based on the executive’s level of responsibility and an examination of compensation information from our Comparison Group and market data.

 

 

After the close of the fiscal year, the Compensation Committee received a report from management regarding Company performance against the pre-established performance goals. Awards were based on each NEOs individual target award percentage and the overall Company results relative to the specific performance goals, as certified by the Compensation Committee.

 

  40         MEDTRONIC PLC 2020 Proxy Statement


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal Year 2020 Annual Medtronic Incentive Plan (“MIP”) Design

 

 

 

Fiscal Year 2020 MIP Performance Measures:

 

 

The performance measures were non-GAAP diluted EPS, revenue growth and free cash flow, each weighted equally at 33%. The non-GAAP diluted EPS measure was also designated to be the plan threshold performance measure that had to be achieved in order for any payout to be made under the plan. If the minimum performance goal for the non-GAAP diluted EPS measure was not satisfied, then the plan provided no payout regardless of the results of the other performance measures.

 

 

In addition to setting these three performance measures, the Compensation Committee also established minimum, target and maximum performance requirements for each measure. If the minimum performance requirement for a measure was not met, then no award for that particular measure was payable (and no payout was made at all if the non-GAAP diluted EPS minimum performance requirement was not met). If the maximum performance requirement for a measure was exceeded, then any payout associated with that measure was capped at the maximum performance level, which was 200% of target for revenue growth and non-GAAP diluted EPS and 150% for free cash flow.

 

 

The Compensation Committee included a Quality Compliance Modifier as part of the plan design to reinforce the importance of quality. Accordingly, if the Company did not meet the requisite quality score, the payout is reduced by five (5) percentage points. The Quality Compliance Modifier may only reduce a payout and cannot increase a payout.

 

 

The Compensation Committee maintains discretion for MIP payouts for all MIP participants under the plan.

Fiscal Year 2020 Annual MIP Performance Measures

At the beginning of the fiscal year, the Compensation Committee approved the target performance goal and performance range for each of the three equally weighted performance measures. The targets are from the Company’s Board-approved annual operating plan and the performance range is derived from the median performance range structure used by our Compensation Comparison Group.

FY20 MIP METRICS                                                 

 

 

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MEDTRONIC PLC 2020 Proxy Statement       41


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal Year 2020 Annual Medtronic Incentive Plan (“MIP”) Design

 

 

 

The following provides details about the performance measures, targets (in $ millions), and performance range.

 

Measure

  Rationale   Performance Targets   Weight

Revenue Growth Over Prior Year

(Constant Currency)

  Top line growth continues to be a key driver of shareholder value.  

(95% of Plan)

(-0.6%)

  (100% of Plan) 4.6%   (105% of Plan) 9.9%   1/3 of Payout

(Target Payout %)

    50% Minimum   100% Target   200% Maximum  

Diluted EPS Growth (Non-GAAP)

  Earnings both from operating efficiency and financial management is a key driver of returns to shareholders.   (92% of Plan) $5.17   (100% of Plan) $5.60   (110% of Plan) $6.16   1/3 of Payout

(Target Payout %)

    50% Minimum   100% Target   200% Maximum  

Free Cash Flow (Non-GAAP)

  Under the free cash flow metric, Medtronic management is held accountable for GAAP net income including items such as litigation, tax payments and benefits not associated with balance sheet transactions – the Free Cash Flow may be adjusted to avoid payment timing-based windfalls for large items.   (80% of Plan) $5,040   (100% of Plan) $6,300   (120% of Plan) $7,560   1/3 of Payout

(Target Payout %)

    50% Minimum   100% Target   150% Maximum  

Quality Compliance Modifier Performance Threshold

  We focus on quality system compliance measured through FDA inspection results   A score of 25 points or less  

A score of more than 25 points reduces payout by five (5) percentage points

 

For purposes of the annual incentive calculation, “diluted EPS” refers to non-GAAP diluted EPS. A reconciliation of the GAAP to non-GAAP diluted EPS is included in Appendix A to this proxy statement. Revenue Growth represents fiscal year 2020 revenue in comparison to fiscal year 2019 revenue. Free Cash Flow is defined as cash provided by operating activities, less additions to property, plant and equipment as shown on the Statement of Cash Flows, further adjusted for management’s discretionary adjustments as allowed under Medtronic’s Annual Incentive Plan. The Quality Compliance Modifier Performance Threshold uses a scorecard based on Food and Drug Administration (“FDA”) inspections, non-material FDA warning letters, and material FDA warning letters.

Fiscal Year 2020 MIP Calculation Methodology

In calculating the annual incentive plan results, if the minimum performance for a measure is met, then a performance multiplier for each performance measure is determined and the overall performance score is calculated. For Revenue Growth and Diluted Earnings Per Share, the performance multiplier would be 0 if performance is below the minimum, 0.5x if performance is at threshold, 1x if performance is at target and 2x if performance is at or above the maximum performance level. For Free Cash Flow the performance multiplier would be 0 if performance is below the minimum, 0.5x if performance is at threshold, 1x if performance is at target and 1.5x if performance is at or above the maximum performance level. The performance multiplier for each performance measure is multiplied by the weighted percentage to obtain a performance score for that measure. The performance scores for each measure are added together for an overall performance score, taking into account the Quality Compliance Modifier. That overall performance score is multiplied by the individual target award and eligible earnings to arrive at the actual payment amount, as illustrated below:

MEDTRONIC INCENTIVE PLAN PERFORMANCE EQUALS:

 

 

LOGO

 

 

  42         MEDTRONIC PLC 2020 Proxy Statement


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal Year 2020 Long-Term Incentive Plan (LTIP) Design

 

 

 

Fiscal Year 2020 Long-Term Incentive Plan (LTIP) Design

Target LTIP grant values for each NEO are established at the beginning of the Fiscal Year as described previously.

The grant date target value is split equally among three LTIP components: stock options; restricted stock units; and a three-year cash incentive plan called the Long-Term Performance Plan (“LTPP”). For example, the hypothetical target LTIP of $2,400,000 would be granted as $800,000 in stock options (based on the aggregate grant date Black-Scholes value), $800,000 in restricted stock units, and $800,000 under the LTPP.

FY20 LTIP DESIGN

 

 

LOGO

Fiscal Year 2020 Long-Term Incentive Plan Components

Stock Options

Stock options are a performance-based compensation component that tie one-third of the target LTIP value to stock price appreciation and shareholder value creation. Stock options only have value when the market price exceeds the exercise price. All stock option grants have an exercise price that is equal to the market close 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.

Restricted Stock Units (RSU)

RSUs represent the second one-third of the target LTIP value and are intended to assist in retaining high performing executives and align executives’ compensation with shareholders through long-term stock ownership. The RSU grants cliff vest (100%) on the third anniversary of the grant date. Unlike the more commonly used time-based RSUs used by our Comparison Group, Medtronic’s RSUs include a three-year minimum performance threshold that must be met before the RSUs vest. For fiscal year 2020 RSU grants, the performance threshold was set as the cumulative diluted EPS over a three-year period based on a compound annual growth rate of 3%.

Long-Term Performance Plan (LTPP)

Our LTPP is a three-year cash incentive plan that is based on long-term measures of Company performance. Our LTPP design was established following an extensive review completed by the Compensation Committee, Independent Consultant, and management. The review considered shareholder feedback, competitive benchmarking, and the Company’s short-term and long-term strategic imperatives. The LTPP has different measures than our short-term incentive plan as it is tied to longer term financial performance measures. The LTPP pays in cash after the end of the three fiscal year performance period. A new LTPP award grant and performance period is established at the beginning of each fiscal year. Because three-year performance periods overlap, performance goals are established at the start of each performance period and, once established, do not change.

 

MEDTRONIC PLC 2020 Proxy Statement       43


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal Year 2020 Long-Term Incentive Plan (LTIP) Design

 

 

 

Fiscal Year 2020 LTPP Measures

At the beginning of the fiscal year, the Compensation Committee approved the LTPP performance measures and targets for the fiscal year 2020 — 2022 performance cycle. The targets were established based on Medtronic’s strategic plan and aligned with the goals disclosed to investors. The revenue growth measure, target, and performance range are different from those applicable to the annual incentive plan because the LTPP measures revenue performance on a cumulative basis over a three-year performance period. As in past years, we measure revenue on a cumulative basis because this requires that each year’s growth is counted. We set performance goals for threshold, target and maximum performance based on a targeted growth rate for revenue in each year of the three-year period as shown in the table below.

The following table provides detailed information about each performance measure.

 

Measure

  Rationale   Performance Targets   Weight  

Three-year Revenue Growth

  Long-term revenue growth is a key driver of shareholder value creation   Minimum 0%   Target 5%   Maximum 10%     1/3  

(Target Payout %)

 

 

  (50% of Plan)   (100% of Plan)   (200% of Plan)  

 

 

 

Three-Year Average Return on Invested Capital (“ROIC”)

  ROIC measures management’s ability to generate sustained returns on our invested capital   Minimum 10%   Target 13%   Maximum 18%     1/3  

(Target Payout %)

 

 

  (50% of Plan)   (100% of Plan)   (200% of Plan)  

 

 

 

Relative Total Shareholder Return (“Relative TSR”)

  Measures our performance relative to our Comparator Group and aligns with prevalent market practice as well as shareholder feedback   Minimum 25th percentile   Target 50th percentile   Maximum 75th percentile     1/3  

(Target Payout %)

   

 

  (50% of Plan)   (100% of Plan)   (200% of Plan)    

 

 

 

 

 

The revenue growth used in LTPP results is defined as the three-year cumulative revenue growth measured at constant currency. ROIC is defined as non-GAAP net income after the removal of the after-tax impact of amortization plus interest expense net of tax, divided by Invested Capital, averaged over the 3-year period. Invested Capital is defined as Total Equity Plus Interest-Bearing Liabilities less Cash and Cash Equivalents for each year. Relative Total Shareholder Return is defined as the ending share price of a share of common stock, plus the value of reinvested dividends, divided by the beginning share price. Both beginning and ending share prices are measured over a 30-day average. Relative TSR is measured against Medtronic’s Compensation Comparison Group.

Fiscal Year 2020 Long-Term Performance Plan Calculation Methodology

For each performance measure, the performance multiplier would be 0 if performance is below the minimum, 0.5x if performance is at threshold, 1x if performance is at target, and 2x if performance is at or above the maximum performance level. The performance multiplier for each performance measure is multiplied by the weighted percentage to obtain a performance score for that measure. The performance scores for each measure are added together for an overall performance score. That overall performance score is then multiplied by the applicable NEOs individual target award to arrive at the actual payment amount.

LONG-TERM PERFORMANCE PLAN PAYOUT EQUALS:

 

 

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  44         MEDTRONIC PLC 2020 Proxy Statement


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

 

 

 

Fiscal Year 2021 LTIP Design Change

In fiscal year 2020, the Compensation Committee, in consultation with the Independent Consultant decided to replace the cash settled Long-Term Performance Plan (LTPP) with a Performance Share Plan (PSP) that uses Performance Share Units to settle long-term performance. In addition, the Committee eliminated the 3-year performance hurdle for RSU vesting beginning with the FY2021 grant. Furthermore, the weighting for the LTI components will change as illustrated below. These changes were made to better align with Medtronic’s long-term growth strategy and market prevalence and were also a result of on-going shareholder feedback.

 

FY20 LTIP DESIGN    FY21 LTIP DESIGN

 

 

LOGO

  

 

 

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Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

Fiscal Year 2020 Annual Incentive Plan Results and Payouts

At the end of the fiscal year, the Compensation Committee reviewed performance against the incentive plan targets for fiscal year 2020. Due to the impact of COVID-19 on our business, we did not achieve our goals established at the beginning of fiscal year 2020.

However, the Committee and management believed it was important to separate the impact on compensation for our most senior leaders and the rest of the organization. Our performance through the first three quarters of fiscal 2020 was tracking above target, and if not for the unprecedented impact of COVID-19 on our business that occurred late in our fiscal year, we likely would have paid annual incentives above target for the year. As a result, the Committee approved an adjusted payout under our annual incentive to all MIP eligible employees, excluding our most senior executives including our CEO and NEOs. The adjusted payout applies to the total Medtronic component of MIP which makes up a minimum of 30% of each participants fiscal year 2020 MIP.

The Fiscal Year 2020 payout was calculated based on our performance against our financial goals through the first three quarters of fiscal 2020, weighted 75% and a zero payout for the fourth quarter weighted 25%. We believe this approach is consistent with our commitment to actively support our employees during this unprecedented time through a number of programs and benefits previously disclosed in a press release we issued on April 21, 2020.

As discussed above, for our most senior leaders, including our CEO and NEOs, Fiscal Year 2020 annual MIP was not adjusted, resulting in no payout for these leaders. The table below shows the calculation.

ANNUAL MIP FINANCIAL RESULTS:

 

 

 

   Non-GAAP
Diluted EPS(2)
     Revenue
Growth
     Free Cash
Flow(2)(3)
     Total Payout
Percent
 

FY20 Actual

     $     4.56        -4.04%        $    5,748     

 

 

 

FY20 Target

     $     5.60        4.6%        $    6,300     

 

 

 

Payout Level

     0%        0%        0%     

 

 

 

Objective Weight

     33.33%        33.34%        33.33%     

 

 

 

Award Level

     0%        0%        0%     

 

 

 

Quality Compliance Modifier(1)

                       

 

 

 

Total Payout Percent

                          0%  

 

  (1)

The Quality Compliance Modifier performance threshold was achieved, resulting in no reduction to the annual incentive plan payout.

 

  (2)

Non-GAAP diluted EPS and free cash flow are considered non-GAAP financial measures under applicable SEC rules and regulations. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure is included in Appendix A of this proxy statement.

 

  (3)

$ in millions.

 

MEDTRONIC PLC 2020 Proxy Statement       45


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

 

 

 

ANNUAL MIP QUALITY COMPLIANCE MODIFIER:

Although the financial measures were not achieved on the MIP, our performance on the quality modifier would have resulted in no negative adjustments to the payouts. The Company works diligently to comply with all quality and regulatory requirements and is routinely monitored by federal regulators. During fiscal year 2020 we averaged two findings per FDA inspection as noted below:

 

            Score  
 

 

   Multiplier      FY18      FY19      FY20  

Warning Letter Received in Fiscal Year

     20                       

Average Findings per FDA Inspection in Fiscal Year

     10        4        2        2  

FY 2020 Total

  

 

 

 

     4        11        2  

Goal – Not to exceed

    

 

 

 

 

 

    

 

 

 

 

 

    

 

 

 

 

 

     25.00  

ANNUAL MIP PAYMENTS:

 

Name

   FY2020
Actual Performance
     FY2020
MIP Target
     FY2020
MIP Award
 

Omar Ishrak

     —%        175%        $0  

Karen L. Parkhill

     —%        110%        $0  

Geoffrey S. Martha

     —%        150%        $0  

Michael J. Coyle

     —%        100%        $0  

Bradley E. Lerman

     —%        85%        $0  

Fiscal Year 2018 — 2020 Restricted Stock Unit Payout Results

At the end of the fiscal year, the Compensation Committee certified the attainment of the threshold 3% cumulative diluted EPS growth performance results for the restricted stock unit performance period that began in fiscal year 2018 and was completed at the end of fiscal year 2020.

The following table shows the results for fiscal year 2018-2020 Restricted Stock Unit Performance Threshold:

 

Fiscal Year

   EPS  

FY2017 (Baseline)

   $ 4.31(1)  

FY2018

   $ 4.68(3)  

FY2019

   $ 5.17(4)  

FY2020

   $ 4.56(4)  

3-year Cumulative Compound Annual Growth Rate (CCAGR)(2)

     5.54%  

 

  (1)

In order to provide year-over-year comparability and to calculate CCAGR above, FY2017 and FY2018 non-GAAP diluted EPS were adjusted for the divestiture of Medtronic’s Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses during the second quarter of fiscal year 2018.

 

  (2)

Calculated as a CCAGR.

 

  (3)

Non-GAAP diluted EPS was adjusted due to the determination of the Compensation Committee and Medtronic Management that the charges recognized in connection with the impairment off an IPR&D asset should be included in operating results for compensation purposes under the Annual Incentive Plan.

 

  (4)

Non-GAAP diluted EPS was adjusted for gains and losses on minority investments, impairments and IPR&D due to the determination of the Compensation Committee and Medtronic Management that Non-GAAP adjustments not reflected in FCF should be added back to earnings for incentive plan calculation purposes.

 

  46         MEDTRONIC PLC 2020 Proxy Statement


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

 

 

 

Fiscal Year 2018 — 2020 Long-Term Performance Plan Payout Results

At the end of the fiscal year, the Compensation Committee certified the results for the LTPP performance period that began in fiscal year 2018 and was completed at the end of fiscal year 2020. Payments of awards for this LTPP performance period were made during the first fiscal quarter of fiscal year 2021 and can be found in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 54.

The following table shows the results for fiscal year 2018 – 2020 LTPP and the resulting total payout percentage:

 

Year

   Revenue
Growth(1)
     ROIC(2)  

FY2018(3)

     5.2%        10.7%  

FY2019(3)

     5.5%        11.8%  

FY2020

     0.0%        10.1%  

Total/Average

     3.58%        10.87%  

2018-2020 LTPP Target

     5.0%        13.0%  

Payout Level

     85.79%        64.55%  

Objective Weight

     50.0%        50.0%  

Weighted Payout Percent

     42.89%        32.27%  

TOTAL PAYOUT PERCENT

    

 

 

 

 

 

     75.16%  

 

  (1)

Revenue Growth is the three-year cumulative revenue growth measured at constant currency.

 

  (2)

ROIC is the non-GAAP net income after the removal of the after-tax impact of amortization plus interest expense net of tax, divided by Invested Capital, averaged over the 3-year period. Invested Capital is Total Equity plus interest bearing liabilities less cash and cash equivalents for each year.

 

  (3)

Results are adjusted to remove the Cardinal divestiture financials.

LONG-TERM PERFORMANCE PLAN PAYMENTS:

 

Name

   FY18-FY20
Actual
Performance
     FY18-FY20
Targets
     FY18-FY20
Awards
 

Omar Ishrak

     75.16%      $ 4,500,000      $ 3,382,200  

Karen L. Parkhill

     75.16%      $ 1,133,334      $ 851,814  

Geoffrey S. Martha

     75.16%      $ 833,334      $ 626,334  

Michael J. Coyle

     75.16%      $ 1,366,668      $ 1,027,188  

Bradley E. Lerman

     75.16%      $ 1,000,000      $ 751,600  

Executive Officer Transitions

As previously disclosed, effective November 1, 2019, Mr. Martha was promoted to President of the Company and was appointed to the Board. In addition, on April 26, 2020, Mr. Ishrak retired as Chief Executive Officer of the Company, and on April 27, 2020 Mr. Ishrak became Executive Chairman of the Board and Mr. Martha assumed the role of Chief Executive Officer and ceased being President.

In connection with Mr. Martha’s appointment as President, the Company and Mr. Martha entered into a Letter Agreement, dated August 26, 2019, which sets forth certain terms of his employment as President. Effective upon becoming President (and continuing after he became Chief Executive Officer), Mr. Martha began receiving an annualized base salary of $1,100,000 and became eligible for a target annual bonus opportunity of 150% of his base salary, each prorated in the year of appointment. In addition, in connection with his appointment, Mr. Martha received a one-time equity grant under the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan, with an aggregate grant date value of $3.1 million. The equity grant was apportioned among stock options (1/3); RSUs (1/3); and a three-year LTPP cash incentive opportunity (1/3). No additional compensation will be provided Mr. Martha for his service as a director on the Board. The stock options have a ten-year term and vest over four years in equal increments of 25% per year beginning July 29, 2020. The RSUs will cliff vest (100%) on July 29, 2022, subject to a three-year cumulative diluted EPS performance threshold based on a compound annual growth rate of 3%. The LTPP will pay in cash after the end of the three fiscal year performance period (fiscal years 2020-2022), based on achievement of the LTPP’s performance goals. Mr. Martha is also be entitled to a business allowance, personal aircraft usage and participation in the Company’s severance and change in control plans consistent with current executive officer levels.

The Company and Mr. Ishrak also entered into a Letter Agreement, dated August 23, 2019, pursuant to which Mr. Ishrak’s base salary decreased on April 27, 2020 to $1,000,000 annually, prorated in the year his appointment to Executive Chairman became effective and following his retirement as Chief Executive Officer. The terms of his employment otherwise continue in full force and effect.

 

MEDTRONIC PLC 2020 Proxy Statement       47


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

 

 

 

Mr. Hakami, Executive Vice President Diabetes Business Group, left the organization as announced on October 21, 2019 under a mutually agreed to leadership transition. Consistent with the company severance policy for senior executives and in exchange for enhanced covenants, Mr. Hakami received a lump sum severance payment. Per the Proxy disclosed severance practice, the basis for the severance payment is the sum of: two times the annual base salary, two times the lesser of forecasted actual annual incentive or target annual incentive cash opportunity under MIP, the value of 24 months of continued health and dental insurance coverage, and outplacement services as disclosed under the Company Severance Practices section on page 67 following the Summary Compensation Table. This severance practice is also benchmarked to ensure consistency with majority market practice. The lesser of actual or target annual incentive opportunity under MIP must be determined at the time severance is calculated. At the time that severance was provided to Mr. Hakami, forecasted actual MIP payout was trending at more than 100% of target payout and as a result the target MIP amount was used as the basis for the severance calculation.

The tables below show the fiscal year 2020 base salary increase, MIP target and LTIP target for Mr. Hakami.

 

Name

   FY2019 Salary
(000s)
     FY2020 Salary
(000s)
     Merit%
Increase
 

Hooman C. Hakami

     $682        $689        1.0%  

 

  

 

 

 

  

 

 

 

  

 

 

 

Name

   FY2019MIP
Target
     FY2020MIP
Target
     %
Increase/
(Decrease)
 

Hooman C. Hakami

     100%        100%        N/A  

 

  

 

 

 

  

 

 

 

  

 

 

 

Name

   FY2019 LTIP
Target
(000s)
     FY2020 LTIP
Target
(000s)
     %
Increase
 

Hooman C. Hakami

     $2,500        $2,500        N/A  

 

  48         MEDTRONIC PLC 2020 Proxy Statement


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

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 (6) times annual base salary and other NEOs to maintain stock ownership equal to three (3) times annual base salary. Until the ownership guideline is met, the CEO must retain 75% of after-tax profit shares received through settlement of equity compensation awards and other NEOs must retain 50% of such shares. For purposes of complying with the guidelines shares owned outright, legally or beneficially, by an officer or the officer’s immediate family members, after-tax unvested restricted stock units, and shares held in the tax-qualified and nonqualified retirement and deferred compensation plans count toward the guideline. For share issuances (restricted stock unit vesting), net gain shares are those shares remaining after payment of income taxes.

Compliance with our ownership and retention guidelines is measured at the beginning of the first fiscal month of a new fiscal year by the internal team at the Company responsible for handling executive compensation matters and the results of such measurement are reported to the Nominating and Corporate Governance Committee or Compensation Committee, as applicable, after the measurement. On each measurement date, compliance is measured using each executive officer’s base salary then in effect and the average closing price per share of the Company’s ordinary shares on the NYSE for the six (6) calendar months preceding the measurement date. As of August 3, 2020, all NEOs are in compliance with the stock ownership and retention policy; however, due to his more recent appointment to Chief Executive Officer, Geoffrey S. Martha is expected to make progress towards the required ownership guidelines over time.

Hedging and Pledging Policy

Our insider trading policy prohibits our NEOs and directors (along with others) from engaging in short sales of Medtronic securities (including short sales against the box) or engaging in purchases or sales of puts, calls or other derivative securities based on Medtronic securities. The policy also prohibits our NEOs from purchasing Medtronic securities on margin, borrowing against Medtronic securities held in a margin account or pledging Medtronic securities as collateral for a loan.

Sale and Transfer of Awards

All stock option, restricted stock, restricted stock unit, and performance-based restricted stock/restricted stock unit awards are granted under plans that specifically prohibit the sale, assignment and transfer of awards with limited exceptions such as the death of the award recipient. In addition, the Compensation Committee may allow an award holder to assign or transfer an award.

Incentive Compensation Forfeiture (“Clawback”)

The Company has a comprehensive Incentive Compensation Forfeiture Policy, which is designed to recoup improper awards or gains paid to executive officers. If the Board determines that any executive officer has received an improper payment or gain, which is an incentive payment or grant mistakenly paid or awarded to the executive officer as a result of misconduct (as defined below), the executive officer must return the improper payment or gain to the extent it would not have been paid or awarded had the misconduct not occurred, including interest on any cash payments. “Misconduct” means any material violation of our Code of Conduct or other fraudulent or illegal activity for which an executive officer is personally responsible as determined by the Board. All executive officers are required to agree to this policy in writing.

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 (6) months prior to or twelve (12) months following the date of termination of employment if the current or former employee engages in any of the following activities: (a) performing services for or on behalf of any competitor of, or competing with, the Company or any affiliate; (b) unauthorized disclosure of material proprietary information of the Company or any affiliate; (c) a violation of applicable business ethics policies or business policies of the Company or any affiliate; or (d) any other occurrence that is consistent with the intent noted in items a—c, as determined by the Compensation Committee.

 

MEDTRONIC PLC 2020 Proxy Statement       49


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Governance Practices and Policies

 

 

 

Equity Award Granting Practices

The Compensation Committee typically approves annual long-term incentive awards for NEOs each June at a regular meeting of the Compensation Committee (CEO awards are approved by the full Board of Directors). The awards are granted at the next regularly scheduled grant date. Medtronic typically grants equity on the first trading day of each quarter of the Fiscal Year.

New hire, promotion, retention and other special or ad hoc awards for NEOs are approved by the Compensation Committee. The grants are typically effective on the next regularly scheduled grant date following Committee approval. Medtronic adheres to the following practices when granting equity awards:

 

 

Stock options are granted with an exercise price equal to the market close stock price of Medtronic ordinary shares on the date of grant.

 

 

We prohibit the repricing of stock options. This includes amending outstanding options to lower their exercise price, substituting new awards with a lower exercise price or executing a cash buyout.

Tax and Accounting Implications

In evaluating compensation programs applicable to our NEOs (including the Company’s annual and long-term incentive plans), the Compensation Committee considers the potential impact on the Company of Section 162(m) of the Internal Revenue Code, which places a limit of $1 million per year on the amount of compensation paid to certain of our executive officers that is deductible by the Company for federal income tax purposes. The Tax Cuts and Jobs Act eliminated the performance-based exception to the $1 million deduction limit under Section 162(m). As a result, since fiscal year 2019, compensation paid to our NEOs in excess of $1 million is generally nondeductible, whether or not it is performance-based (except for certain performance-based compensation paid pursuant to a legally binding arrangement in place on November 2, 2017). The Compensation Committee will continue to maintain maximum flexibility in the design of our compensation programs and 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.

The Compensation Committee also considers accounting treatment in the design of 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 18 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 (6) times annual base salary and the other NEOs to maintain ownership of stock equal to three (3) times annual base salary. As of August 3, 2020, all NEOs are in compliance with the stock ownership and retention guidelines; however, due to his more recent appointment to Chief Executive Officer, Geoffrey S. Martha is expected to make progress towards the required ownership guidelines over time.

 

 

Incentive plans are more heavily weighted toward long-term performance to reduce the incentive to impair the prospects for long-term performance in favor of maximizing performance in one year.

 

 

Improper payments or gains from incentives and equity compensation are subject to clawback.

 

 

Short-term and long-term cash incentive payments are capped at 183% and 200% of target payout respectively.

 

 

Short-term and long-term cash 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. Short-term cash incentives focus on annual operating plan financial measures such as revenue growth, diluted EPS, and cash flow. Long-term cash incentives measure shareholder three-year ROIC and three-year revenue growth relative to our long-term strategic expectations communicated to shareholders.

 

 

The Compensation Committee retains discretionary authority to override any incentive plan’s formulaic outcome in the event of unforeseen circumstances. For example, controlling for large unplanned transactions that generate a plan windfall that is not aligned with annual operating income.

The Compensation Committee annually reviews an in-depth risk assessment of Medtronic’s sales and non-sales compensation programs. The assessment includes a review of fixed versus variable pay mix, incentive plan metrics, and payout formulas as well as governance and compliance mechanisms such as approval authorities and payment claw back policies. The review completed in March of fiscal year 2020 found that no compensation programs, policies, or practices were likely to have a material adverse impact on Medtronic.

 

  50         MEDTRONIC PLC 2020 Proxy Statement


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Other Benefits and Perquisites

 

 

 

Other Benefits and Perquisites

Medtronic provides broad-based benefit plans to all of its employees, including the same programs for NEOs. All employees participate in the same health care plans, and we do not provide NEOs with any different or additional benefit plans, except for a business allowance of $24,000 for U.S.-based NEOs and $40,000 for the CEO. Our business allowance policy is described in detail below.

United States Tax-Qualified Retirement Plans

Medtronic sponsors a number of United States tax-qualified retirement plans for its employees, including the NEOs. The Company maintains the Medtronic Retirement Plan (“MRP”), which consists of two types of benefits – the Final Average Pay Pension (“FAPP”) benefit and the Personal Pension Account (“PPA”) benefit. Employees hired before May 1, 2005 could elect to receive the FAPP and either the PPA or the Personal Investment Account (“PIA”) feature in the Medtronic Savings and Investment Plan – our 401(k) plan.

Mr. Ishrak is a participant in the PPA. The PPA is a defined benefit pension plan. The company contributes 5% of eligible compensation for each year of participation into the participants account and participants earn interest at a rate equal to the 10-year U.S. treasury bond rate.

Employees hired or rehired on or after May 1, 2005 but prior to January 1, 2016 are not eligible for the FAPP benefit as that particular benefit has been closed to new entrants but may elect either the PPA benefit under the MRP or the PIA feature under the 401(k) plan. Messrs. Coyle, Lerman, and Martha participate in the PIA plan. Under the PIA plan the company contributes 5% of eligible compensation each year.

Employees hired or rehired on or after January 1, 2016 are eligible for the Medtronic Core Contribution (“MCC”) feature in the 401(k) plan. The MCC is a defined contribution plan in which employees receive a contribution equal to 3% of eligible pay at the end of the fiscal year. Ms. Parkhill is a participant in the MCC plan.

Additional details regarding the MRP, PIA, and 401(k) plan are provided on page 63 of this proxy statement.

Supplemental Retirement Plans

The Company offers a Nonqualified Retirement Plan Supplement (“NRPS”) designed to provide all eligible employees, including the NEOs, with benefits that supplement those provided under our tax-qualified plans. The NRPS is designed to restore benefits lost under the PPA, PIA, FAPP or MCC due to covered compensation limits prescribed by the Internal Revenue Code. The NRPS also restores benefits for otherwise eligible compensation deferred into the Medtronic Capital Accumulation Plan Deferral Program (the “Capital Accumulation Plan”). The NRPS provides employees with no greater benefit than they would have received under the qualified plan in which they participate were it not for the covered compensation limits and deferrals into the Capital Accumulation Plan.

Nonqualified Deferred Compensation Plan

The Company provides all employees at the vice president level or above, including our NEOs, and highly-compensated employees with a market-competitive nonqualified deferred compensation plan through the Capital Accumulation Plan. Our plan allows these employees to make voluntary deferrals from their base pay and incentive payments, which are then credited with gains or losses based on the performance of selected investment alternatives. These alternatives are the same as those offered in our tax-qualified 401(k) Plan for all employees. There are no Company contributions to the plan or Company subsidized returns or Company guaranteed returns.

Business Allowance

Medtronic does not provide any perquisites such as automobiles, club memberships, 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, automobiles or club memberships. 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 2020 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, while rare, are considered taxable income. The business allowances and travel expenses are included in the “All Other Compensation” column of the Summary Compensation Table.

Corporate Aviation Service

The Medtronic Aviation service provides air transportation for use primarily by the CEO and members of the Board of Directors. Other executives may occasionally use the aviation services for business purposes based on availability and approval by the CEO or General Counsel. The service will help facilitate more effective and efficient travel planning and limited personal use is deemed appropriate in conjunction with scheduled business travel.

 

MEDTRONIC PLC 2020 Proxy Statement       51


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Other Benefits and Perquisites

 

 

 

Change of Control Policy

Compensation in a change of control 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 change of control, and to help ensure the retention and dedicated attention of key executives critical to the ongoing operation of the Company. Our change of control 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 change of control benefits should motivate senior management to objectively evaluate potential mergers or transactions that may be in the best interests of shareholders. Our change of control policy is discussed in more detail in the “Potential Payments Upon Termination or Change of Control” section of “Executive Compensation.”

Our Change of Control (COC) Policy requires a “double trigger” and only applies if a participant is involuntarily terminated without cause or the participant terminates employment for good reason within three years after a COC event. Our COC policy also does not provide for any “golden parachute” excise tax gross-ups.

 

  52         MEDTRONIC PLC 2020 Proxy Statement


Table of Contents

 

 

 

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the section of this proxy statement entitled “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation Committee recommended to the Board that the section entitled “Compensation Discussion and Analysis” be included in this proxy statement.

COMPENSATION COMMITTEE:

 

Craig Arnold, Chair

 

Randall J. Hogan, III

        

Richard H. Anderson

 

Kendall J. Powell

        

Scott C. Donnelly

          

 

MEDTRONIC PLC 2020 Proxy Statement       53


Table of Contents

EXECUTIVE COMPENSATION

2020 Summary Compensation Table

The following table summarizes all compensation for each of the last three fiscal years awarded to, earned by, or paid to the Company’s Chief Executive Officer, Chief Financial Officer, and three other most highly compensated executive officers during fiscal year 2020 (collectively, the named executive officers or “NEOs”). Please refer to the section entitled “Compensation Discussion and Analysis” beginning on page 30 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 in the table is provided below, following the table.

 

Name and

Principal Position

  Fiscal
Year
   

Salary

($)

   

Bonus

($)

   

Stock

Awards

($)

   

Option

Awards

($)

   

Non-Equity

Incentive Plan

Compensation

($)

   

Change in

Pension Value

and Nonqualified

Deferred

Compensation
Earnings
($)

    All Other
Compensation
($)
   

Total

($)

 

 

Omar Ishrak

 

 

 

 

2020

 

 

 

 

 

 

1,741,556

 

 

 

 

 

 

 

 

 

 

 

 

4,666,732

 

 

 

 

 

 

4,666,291

 

 

 

 

 

 

3,382,200

 

 

 

 

 

 

286,442

 

 

 

 

 

 

79,519

 

 

 

 

 

 

14,822,740

 

 

Chairman and Chief Executive Officer

 

 

 

 

2019

 

 

 

 

 

 

1,690,831

 

 

 

 

 

 

 

 

 

 

 

 

4,500,054

 

 

 

 

 

 

4,500,236

 

 

 

 

 

 

6,748,488

 

 

 

 

 

 

255,602

 

 

 

 

 

 

101,114

 

 

 

 

 

 

17,796,325

 

 

 

 

 

 

2018

 

 

 

 

 

 

1,641,583

 

 

 

 

 

 

 

 

 

 

 

 

4,500,036

 

 

 

 

 

 

2,943,204

 

 

 

 

 

 

8,109,248

 

 

 

 

 

 

240,491

 

 

 

 

 

 

150,569

 

 

 

 

 

 

17,585,131

 

 

 

Karen L. Parkhill

 

 

 

 

2020

 

 

 

 

 

 

865,921

 

 

 

 

 

 

 

 

 

 

 

 

1,466,705

 

 

 

 

 

 

1,491,560

 

 

 

 

 

 

851,814

 

 

 

 

 

 

 

 

 

 

 

 

90,400

 

 

 

 

 

 

4,766,400

 

 

Executive Vice President and Chief Financial Officer

 

 

 

 

2019

 

 

 

 

 

 

825,577

 

 

 

 

 

 

 

 

 

 

 

 

1,255,048

 

 

 

 

 

 

1,280,087

 

 

 

 

 

 

1,768,691

 

 

 

 

 

 

 

 

 

 

 

 

84,664

 

 

 

 

 

 

5,214,067

 

 

 

 

 

 

2018

 

 

 

 

 

 

807,692

 

 

 

 

 

 

 

 

 

 

 

 

1,133,343

 

 

 

 

 

 

757,608

 

 

 

 

 

 

828,808

 

 

 

 

 

 

 

 

 

 

 

 

101,078

 

 

 

 

 

 

3,628,529

 

 

 

Geoffrey S. Martha(1)

 

 

 

 

2020

 

 

 

 

 

 

905,270

 

 

 

 

 

 

 

 

 

 

 

 

2,300,105

 

 

 

 

 

 

2,324,909

 

 

 

 

 

 

626,334

 

 

 

 

 

 

 

 

 

 

 

 

149,389

 

 

 

 

 

 

6,306,007

 

 

President

 

 

 

 

2019

 

 

 

 

 

 

692,516

 

 

 

 

 

 

 

 

 

 

 

 

1,000,012

 

 

 

 

 

 

1,025,064

 

 

 

 

 

 

1,352,273

 

 

 

 

 

 

 

 

 

 

 

 

100,961

 

 

 

 

 

 

4,170,826

 

 

 

Michael J. Coyle

 

 

 

 

2020

 

 

 

 

 

 

933,417

 

 

 

 

 

 

 

 

 

 

 

 

1,533,411

 

 

 

 

 

 

1,558,217

 

 

 

 

 

 

1,027,188

 

 

 

 

 

 

 

 

 

 

 

 

131,501

 

 

 

 

 

 

5,183,734

 

 

Executive Vice President and Group President, Cardiac and Vascular Group

 

 

 

 

2019

 

 

 

 

 

 

923,492

 

 

 

 

 

 

 

 

 

 

 

 

1,466,702

 

 

 

 

 

 

1,491,762

 

 

 

 

 

 

2,076,253

 

 

 

 

 

 

 

 

 

 

 

 

122,970

 

 

 

 

 

 

6,081,179

 

 

 

 

 

 

2018

 

 

 

 

 

 

896,923

 

 

 

 

 

 

 

 

 

 

 

 

1,366,696

 

 

 

 

 

 

910,217

 

 

 

 

 

 

2,360,649

 

 

 

 

 

 

 

 

 

 

 

 

121,066

 

 

 

 

 

 

5,655,551

 

 

                                                                       

 

Bradley E. Lerman

 

 

 

 

2020

 

 

 

 

 

 

873,120

 

 

 

 

 

 

 

 

 

 

 

 

1,066,676

 

 

 

 

 

 

1,091,588

 

 

 

 

 

 

751,600

 

 

 

 

 

 

 

 

 

 

 

 

117,578

 

 

 

 

 

 

3,900,562

 

 

Senior Vice President, General Counsel and Corporate Secretary

 

 

 

 

2019

 

 

 

 

 

 

847,385

 

 

 

 

 

 

 

 

 

 

 

 

1,000,012

 

 

 

 

 

 

1,025,064

 

 

 

 

 

 

1,567,379

 

 

 

 

 

 

 

 

 

 

 

 

109,674

 

 

 

 

 

 

4,549,514

 

 

 

 

 

 

2018

 

 

 

 

 

 

815,385

 

 

 

 

 

 

 

 

 

 

 

 

1,000,083

 

 

 

 

 

 

670,408

 

 

 

 

 

 

1,815,588

 

 

 

 

 

 

 

 

 

 

 

 

107,587

 

 

 

 

 

 

4,409,051

 

 

                                                                       

 

Hooman C. Hakami(2)(3)

 

 

 

 

2020

 

 

 

 

 

 

608,856

 

 

 

 

 

 

 

 

 

 

 

 

833,411

 

 

 

 

 

 

858,273

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,871,100

 

 

 

 

 

 

5,171,640

 

 

Former Executive Vice President and President, Diabetes

                                                                       
  (1)

Mr. Martha was not a Named Executive Officer in fiscal year 2018.

 

  (2)

Mr. Hakami was not a Named Executive Officer in fiscal years 2018 or 2019.

 

  (3)

Mr. Hakami left the organization as announced on October 21, 2019.

Salary

The salary column represents the base salary earned by the NEO during the applicable fiscal year. This column includes any amounts that the officer may have deferred under the Capital Accumulation Plan, which deferred amounts also are included in the 2020 Nonqualified Deferred Compensation Table on page 64 of this proxy statement. Each of the NEOs also contributed a portion of salary to the Medtronic Savings and Investment Plan, our 401(k) Plan.

Stock Awards

The stock awards column represents aggregate grant date fair value of restricted stock unit awards and performance-based restricted stock units assuming full (maximum) achievement of applicable performance criteria over the performance period (collectively, the “restricted stock awards”) granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. Accordingly, the grant date fair value was determined by multiplying the number of restricted stock units awarded by the closing stock price on the date of grant. For a description of the vesting terms of the stock awards, see the narrative disclosure following the 2020 Grants of Plan-Based Awards table on page 57 and the footnotes to the 2020 Outstanding Equity Awards at Fiscal Year End table on page 59 of this proxy statement. Additional information regarding the assumptions used to calculate these amounts is incorporated by reference to Note 13 to the financial statements included in the Company’s Form 10-K for fiscal year 2020.

 

  54         MEDTRONIC PLC 2020 Proxy Statement


Table of Contents

EXECUTIVE COMPENSATION

2020 Summary Compensation Table

 

 

 

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. The following table provides the assumptions underlying this estimate.

 

 

 

   Stock Option Grant Date
 

 

  

July 31,

2017

  

July 30,

2018

  

July 29,

2019

  

October 28,  

2019  

Fair value of options granted

   $   13.73      $   14.75      $   15.48      $   15.86  

Assumption used:

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Risk-free rate(1)

     2.00%        2.90%        1.89%        1.71%  

Expected volatility(2)

     19.53%        17.74%        17.95%        18.13%  

Expected life(3)

     6.2 yrs        6.2 yrs        6.1 yrs        6.0 yrs  

Dividend yield(4)

     2.19%        2.25%        2.09%        2.03%  

 

  (1)

The risk-free rate is based on the grant date yield of a zero-coupon U.S. Treasury bond whose maturity period equals or approximates the expected term of the option.

 

  (2)

The expected volatility is based on a blend of historical volatility and an implied volatility of the Company’s ordinary shares. Implied volatility is based on market traded options of the Company’s ordinary shares.

 

  (3)

The Company analyzes historical employee stock option exercise and termination data to estimate the expected life assumption. The Company calculates the expected life assumption using the midpoint scenario, which combines historical exercise data with hypothetical exercise data, as the Company believes this data currently represents the best estimate of the expected life of a new employee option.

 

  (4)

The dividend yield rate is calculated by dividing the Company’s annual dividend, based on the most recent quarterly dividend rate, by the closing stock price on the grant date.

For a description of the vesting terms of the option awards, see the narrative disclosure following the 2020 Grants of Plan-Based Awards table on page 57 and the footnotes to the 2020 Outstanding Equity Awards at Fiscal Year End table on page 59 of this proxy statement. Additional information regarding the assumptions used to calculate these amounts is incorporated by reference to Note 13 to the financial statements included in the Company’s Form 10-K for fiscal year 2020.

Non-Equity Incentive Plan Compensation

This column reflects the Medtronic MIP and LTPP 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 2020 Nonqualified Deferred Compensation table on page 64 of this proxy statement). The table below reflects compensation received by the NEO under each plan for the performance period ending through fiscal year 2020.

 

Name

   MIP      2018-2020
LTPP
     Total
Non-Equity
Incentive Plan
Compensation
 

Omar Ishrak

   $ 0      $ 3,382,200      $ 3,382,200  

Karen L. Parkhill

   $ 0      $ 851,814      $ 851,814  

Geoffrey S. Martha

   $ 0      $ 626,334      $ 626,334  

Michael J. Coyle

   $ 0      $ 1,027,188      $ 1,027,188  

Bradley E. Lerman

   $ 0      $ 751,600      $ 751,600  

Hooman C. Hakami

   $ 0      $ 0      $ 0  

For a more detailed description of the terms of the non-equity incentive plan awards, see page 40 of the Compensation Discussion and Analysis and the narrative disclosure following the 2020 Grants of Plan-Based Awards on page 57 of this proxy statement.

Change in Pension Value and Nonqualified Deferred Compensation Earnings

This column includes the estimated aggregate increase in the accrued pension benefit under Medtronic’s defined benefit pension plans. The change in the present value of the accrued pension benefit is influenced by variables such as additional years of service, age, pay and the discount rate used to calculate the present value of the change. In determining the present value of accrued pension benefits under Medtronic’s plans, discount rates of 3.71% for the qualified plan and 3.09% for the nonqualified NRPS were used for fiscal year 2020, down from 4.18% for the qualified plan and 3.89% for the nonqualified NRPS in fiscal year 2019.

 

MEDTRONIC PLC 2020 Proxy Statement       55


Table of Contents

EXECUTIVE COMPENSATION

2020 Summary Compensation Table

 

 

 

The pension values are calculated based on the accrued pension benefits (qualified plan and the nonqualified NRPS) as of April 24, 2020 and the fiscal year-end 2020 ASC 715 disclosure in the financial statements included in assumptions. Assumptions are described in Note 16 to the financial statements included in the Company’s Form 10-K for fiscal year 2020.

All Other Compensation

The all other compensation column includes the following:

 

Name

   Fiscal
Year
     Perquisites
and Other
Personal
Benefits(1)
     Tax
Reimbursement
     Company
Contributions
to Defined
Contribution
Plans(2)
     Severance(3)      Total  

Omar Ishrak

     2020        $68,397        $  0        $  11,122        $                      $ 79,519  

Karen L. Parkhill

     2020        $24,000        $24        $  66,376        $                      $ 90,400  

Geoffrey S. Martha

     2020        $55,774        $  7        $  93,608        $                      $ 149,389  

Michael J. Coyle

     2020        $24,000        $71        $107,430        $                      $ 131,501  

Bradley E. Lerman

     2020        $24,000        $71        $  93,507        $                      $ 117,578  

Hooman C. Hakami

     2020        $41,559        $27        $           0        $2,829,514      $ 2,871,100  

 

  (1)

This column represents the aggregate incremental cost of perquisites and other benefits, and includes:

 

   

Mr. Ishrak includes a $40,000 business allowance and $26,559 attributable to personal use of Company aircraft. The amount disclosed does not include de minimis incremental costs incurred by the Company in connection with guests accompanying Mr. Ishrak on the Company aircraft during business flights. Mr. Ishrak also received $1,838 for completion of an application and/or receiving a grant of a U.S. Patent. Tax is reimbursed on this amount.

 

   

Ms. Parkhill includes a $24,000 business allowance.

 

   

Mr. Martha includes a $31,385 business allowance, representing an increase from $24,000 to $40,000 upon his promotion to President. He also received $24,389 attributable to personal use of Company aircraft.

 

   

Mr. Coyle includes a $24,000 business allowance.

 

   

Mr. Lerman includes $24,000 business allowance.

 

   

Mr. Hakami includes $21,231 business allowance, representing the portion earned before his termination and other reimbursable miscellaneous business expenses.

 

   

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.