|MEDTRONIC PLC filed this Form DEFR14A on 10/11/2017|
Target total direct compensation represents base salary + target annual incentive + target long-term incentive
NEO Pay Versus Performance
The Compensation Committee annually evaluates how the amount of annual cash compensation aligns with the Company’s performance when ranked against the comparison companies. For purposes of this analysis, annual size and performance is evaluated based on company size, profitability, and growth; annual cash compensation represents the actual base salaries and annual bonuses paid for each fiscal year. As illustrated below, total annual compensation for the NEOs has been directionally aligned with the Company’s size and performance over the last five fiscal years.
TOTAL ANNUAL COMPENSATION
Consideration of “Say-on-Pay” Voting Results
For Fiscal Year 2016, the Medtronic advisory vote on “say-on-pay” garnered shareholder support of 95%. 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 2016.
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 2016, shareholders support our compensation policies and practices. Therefore, the Compensation Committee continued to apply the same principles in determining Fiscal Year 2017 compensation actions. The Medtronic advisory “say-on-pay” vote is held on an annual basis.
MEDTRONIC PLC 2017 Proxy Statement 34