|MEDTRONIC PLC filed this Form DEFR14A on 10/11/2017|
Transition of Gary Ellis from Chief Financial Officer Role
Medtronic announced on May 4, 2016, Gary Ellis’ intent to retire from his Chief Financial Officer (“CFO”) role effective June 20, 2016, concurrent with the appointment of Karen Parkhill to the CFO role. Mr. Ellis continued to be employed until December 31, 2016, to assist with the CFO transition as well as to continue leading Medtronic’s Global Operations, Real Estate Management, and Information Technologies functions.
The table below shows the Fiscal Year 2016 and 2017 compensation for Mr. Ellis.
The base salary increase of 4.6% for Mr. Ellis was in recognition of strong performance in FY16, and the overall compensation package reflected Mr. Ellis’ agreement to continue leading Medtronic’s Global Operations, Real Estate, and Information Technologies functions until a successor was appointed and to provide CFO transition support for Ms. Parkhill.
Appointment of Karen Parkhill to Chief Financial Officer Role
Medtronic announced on May 4, 2016, the appointment of Karen Parkhill as Executive Vice President and Chief Financial Officer of Medtronic. She serves on the Company’s Executive Committee and is responsible for leading Medtronic’s global finance organization and key supporting functions, including Treasury, Controller, Tax, Internal Audit, Investor Relations, Corporate Strategy, and Business Development.
Ms. Parkhill joined Medtronic from Comerica Incorporated, where she was Vice Chairman and Chief Financial Officer. She was a member of Comerica’s Management Executive Committee and the Comerica Bank Board of Directors. As Chief Financial Officer at Comerica, Ms. Parkhill had direct management of Finance, overseeing Accounting, Business Finance, Corporate Planning and Development, Investor Relations, and Treasury, as well as Economics, with responsibility for all financial reporting. She previously had administrative responsibilities for Comerica’s Service Company, Corporate Compliance and Financial Intelligence. Ms. Parkhill’s full professional biography can be found on Medtronic.com.
The table below shows the Fiscal Year 2017 compensation for Ms. Parkhill.
One-Time, New Hire Compensation
Ms. Parkhill forfeited certain compensation following her termination of employment with Comerica. Medtronic compensated Ms. Parkhill for this loss by providing a $1 million cash bonus, paid 50% within 30 calendar days of the effective date of her employment and 50% six months following the effective date (in each case subject to the Company’s standard claw-back policy), as well as a one-time restricted stock unit award (“New Hire RSU”) on the effective date of her employment. The New Hire RSU had a grant date value of $4.4 million and vests in 33-1/3% increments on each of the first three anniversaries of the grant date, subject to the Company attaining a diluted earnings per share threshold for the fiscal year ending prior to each vesting date. The Compensation Committee reviews benchmark data provided by the Independent Consultant when assessing one-time, new hire compensation arrangements and determined that Ms. Parkhill’s one-time, new hire compensation is consistent with competitive market practice.
Fiscal Year 2017 Annual Base Salaries for Other Named Executive Officers
Our philosophy is to maintain base salary within a +/- 15% range around the median base salary paid by our Comparison Group. The range allows for pay decisions to take into account individual factors such as performance, potential, expertise, and experience. At the beginning of each fiscal year, the Independent Consultant presents to the 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
MEDTRONIC PLC 2017 Proxy Statement 39