SEC Filings

MEDTRONIC PLC filed this Form DEFR14A on 10/11/2017
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Fiscal Year 2017 Long-Term Performance Plan Performance Measures


At the Compensation Committee’s June 2016 meeting, the Committee approved the LTPP performance measures and targets for the Fiscal Year 2017 – 2019 performance cycle. The targets were established based on Medtronic’s strategic plan and aligned with the goals disclosed to investors. The revenue growth measure, target, and performance range are different from those applicable to the annual incentive plan because the LTPP measures cumulative CAGR over a three-year performance period. Cumulative CAGR requires that each year’s growth is counted. In contrast, standard CAGR measures only the beginning and end points.


The following table provides detailed information about each performance measure.


Measure   Rationale   Targets   Weight
Three-year Revenue Growth   Uses a cumulative compound annual growth rate (Cumulative CAGR) over three fiscal years, which is a more rigorous measure of sustained revenue growth.  







ROIC   ROIC measures all components of management’s responsibility to generate sustained, long-term returns on invested capital.  









Revenue growth is defined as Medtronic’s three-year cumulative compounded annual revenue growth measured at constant currency, but otherwise including all other components (acquisitions, divestitures, etc.).


Return on Invested Capital is defined as Net Cash Earnings plus Interest Expense net of Tax, divided by Invested Capital for each year, averaged over the 3-year period. Net Cash Earnings is defined as non-GAAP earnings (adjusted to exclude the impact of non-recurring items) after the removal of the after-tax impact of Amortization. Invested Capital is defined as Total Equity Plus Interest-Bearing Liabilities less Cash and Cash Equivalents for each year.


Fiscal Year 2017 Annual and Long-Term Incentive Plan Payouts


Fiscal Year 2017 Annual Incentive Plan Results and Payouts


At the Compensation Committee’s June 2017 meeting, the Committee reviewed performance against the incentive plan targets for Fiscal Year 2017 and approved the resulting CEO and NEO annual incentive plan payout percentages and payments as shown below.


Annual Incentive Plan Financial Results:


Diluted EPS(2)



Cash Flow


Total Payout


FY17 Actual $ 4.60     4.83 % $ 6,180      
FY17 Target $ 4.62     5.0 % $ 6,344      
Payout Level   97.1 %   98.4 %   87.9 %    
Objective Weight   33.33 %   33.33 %   33.33 %    
Award Level   32.38 %   32.79 %   29.24 % = 94.41  
Quality Compliance Modifier(1)                
Award Level             = 94.41 %

(1) The Quality Compliance Modifier performance threshold was achieved, resulting in no reduction to the annual incentive plan payout.
(2) Diluted EPS is considered a non-GAAP financial measure under applicable SEC rules and regulations. A reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure is included in Appendix A of this proxy statement.
(3) $ in millions.


Annual Incentive Plan Quality Compliance Modifier:


  Multiplier   FY15   FY16   FY17
Material Warning Letters   20   0   0   0
Non-material Warning Letter Findings   1   0   0   11
Average Findings per inspection   10   5.00   14.36   7.30
FY Total       5.00   14.36   18.30
Goal – Not to exceed               30.00


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