SEC Filings

MEDTRONIC PLC filed this Form DEFR14A on 10/11/2017
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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
  Forfeiture policy providing forfeiture of stock 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 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 stock options
  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


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 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 23 of this proxy statement.


Independent Compensation Consultant


The Compensation Committee has engaged Frederic W. Cook & Co., Inc., 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 Committee on program designs and specific compensation decisions related to our CEO and other executives. This is the only work completed by Frederic W. Cook & Co., Inc. for Medtronic and the services of that firm are at the discretion and direction of the Compensation Committee.


In June 2013, the Compensation Committee adopted enhanced independence standards for outside consultants that mirror the NYSE listing standards. This policy established an assessment framework to confirm and report on a consultant’s independence. The policy also requires a consultant to confirm its independent status according to the Compensation Committee’s standards. The Compensation Committee reviews and confirms the independence of its outside consultants on an annual basis.


MEDTRONIC PLC   2017 Proxy Statement    35