Executive Compensation

The Compensation Committee of the Board of Directors, which consists of members of the Board who satisfy the independence requirements of the New York Stock Exchange, has the primary authority on all matters of executive compensation. Medtronic’s philosophy is to provide total compensation commensurate with our size and performance relative to other leading medical device and pharmaceutical companies, as well as a limited number of corporations from other industries.

The principle components of executive compensation at Medtronic include annual cash compensation (including base salary and performance-based bonus), stock options, performance-based restricted stock units and long-term performance-based bonus. The equity-based components of the program align our executives with shareholders and ensure that actual compensation increases or decreases in direct correlation with our stock price.  The annual and long-term performance-based compensation ensures alignment with the Company’s short-term and longer-term financial performance.