SEC Filings

MEDTRONIC PLC filed this Form DEFR14A on 10/11/2017
Entire Document

Director Compensation


The Nominating and Corporate Governance Committee conducts a biennial review of our non-employee director compensation program and makes recommendations for adjustments, as appropriate, to the Board. In connection with the review conducted in Fiscal Year 2016, the Nominating and Corporate Governance Committee’s outside consultant on director compensation, Towers Watson, assessed the compensation paid to our non-employee directors against non-employee director compensation trends and data from our 28-company peer group, which includes both Irish and non-Irish companies. After consultation with Towers Watson, the Nominating and Corporate Governance Committee found the compensation program to be appropriate and no changes were made to the program in the last two fiscal years.


The principal features of the compensation received by our non-employee directors for Fiscal Year 2017 are described below.


Non-employee Directors are eligible for the following compensation:


Annual Cash Retainer – Non-employee directors are entitled to receive an annual cash retainer for their service on the Board. Committee chairs and the Lead Independent Director are entitled to a supplemental annual cash stipend, and non-chair Audit Committee members are entitled to an additional cash stipend. Directors who are also Medtronic employees receive no fees for their services as directors. 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 & Corporate Governance  $20,000 
Finance  $20,000 
Quality & Technology  $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 2017. No additional compensation was provided to Mr. Ishrak for his service as a director on the Board.


Non-Employee Director  Fees Earned or
Paid in Cash
   Stock Awards   Total 
Richard H. Anderson  $235,000   $175,046   $410,046 
Craig Arnold  $175,000   $175,046   $350,046 
Scott C. Donnelly  $190,000   $175,046   $365,046 
Randall Hogan, III  $190,000   $175,046   $365,046 
Shirley Ann Jackson  $200,000   $175,046   $375,046 
Michael O. Leavitt  $175,000   $175,046   $350,046 
James T. Lenehan  $195,000   $175,046   $370,046 
Elizabeth Nabel  $175,000   $175,046   $350,046 
Denise M. O’Leary  $175,000   $175,046   $350,046 
Kendall J. Powell  $210,000   $175,046   $385,046 
Robert C. Pozen  $210,000   $175,046   $385,046 
Preetha Reddy(1)  $108,500   $280,604   $389,104 


(1) Ms. Reddy’s stock compensation includes an additional pro-rated grant, which vested immediately, for time on the Medtronic Board through her resignation on December 9, 2016.


Fees Earned or Paid in Cash


The fees earned or paid in cash column represents 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 21 of this proxy statement under the section entitled “Committees of the Board and Meetings” shows the committees on which the individual directors serve.


 MEDTRONIC PLC   2017 Proxy Statement   28