SEC Filings

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

Executive Compensation Program Design

 

The design of our executive compensation program is illustrated below:

 

  Component Performance
Period (yrs.)
Basic Design Purpose
Fixed 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  

  Same benefits available to Medtronic employees except for the Non-Qualified Deferred Compensation Program

Perquisites 1

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

  No tax gross-up  

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

Variable At Risk Annual Incentive Plan 1

■  Actual payout for performance below threshold is zero. Payout for performance between threshold and maximum is 50-200%

  Uses revenue growth, diluted earnings per share growth, cash flow indicator, and quality compliance performance measures  

  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 diluted earnings per share cumulative compound annual growth threshold  

  Promotes long-term stock ownership in Medtronic

  Provides retention

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

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 varies between 50% and 200% of target

  Uses cumulative revenue growth, and return on invested capital 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

 

The mix of total direct compensation for our NEOs is weighted 83% to 91% at risk with 67% to 75% 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
     
     

 

MEDTRONIC PLC   2017 Proxy Statement    37

 
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