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Brett A. Wall

Executive Vice President and President, Neuroscience Portfolio at MedtronicMedtronic
Executive

About Brett A. Wall

Executive Vice President and President, Neuroscience Portfolio at Medtronic; leads five operating units (Neuromodulation, Cranial & Spinal Technologies, Neurovascular, Pelvic Health, ENT). The portfolio generates “over $8B” in annual revenue per Medtronic’s leadership site and “over $10B” with ~18,000 employees globally per Orange County Business Journal, reflecting scale and growth under Wall’s tenure . Education: BS in Comprehensive Business Administration (Marketing), University of Nebraska at Kearney . FY25 corporate operating performance used in NEO incentives: organic revenue growth 4.9%, non-GAAP diluted EPS $5.53 vs $5.57 target, and free cash flow $5,185M, driving a 93% payout under the annual MIP . FY25 total compensation for Wall was $8,121,213 .

Past Roles

OrganizationRoleYearsStrategic Impact
MedtronicEVP & President, Neuroscience Portfolio; Executive Committee member~2019/2020–2025Led five OUs; portfolio gained market share and grew 5% for the first time in three years
MedtronicEVP & Group President, Restorative Therapies Group (RTG)Appointed Nov 1, 2019Drove innovation; succeeded Geoff Martha as RTG leader
MedtronicSVP & President, Brain Therapies divisionPre-2019Produced double-digit annual growth; launched innovative stroke/brain therapies (e.g., Solitaire)
CovidienPresident, Neurovascular and International2011–2015Managed global operations; doubled revenue during tenure
ev3, Inc.SVP & President, Neurovascular; SVP & President, InternationalNot disclosedSenior commercial leadership in neurovascular and international businesses
Micro TherapeuticsVP, Marketing (Neurovascular & Peripheral Vascular)2000–2008Marketing leadership prior to merger with ev3
Boston ScientificDirector of Marketing, Cardiovascular, Asia Pacific; Marketing Manager, JapanNot disclosedLed APAC Interventional Cardiology product lines; regional market expansion
C.R. BardMarketing roles, UrologyNot disclosedManaged marketing for urological products

External Roles

OrganizationRoleYearsStrategic Impact
OCTANe (Orange County)Board Executive Committee memberNot disclosedPromotes technical growth/expertise in OC; industry engagement
University of California, IrvineCEO Roundtable memberNot disclosedCommunity leadership and talent pipeline engagement
Medtronic African Descent NetworkExecutive Sponsor (internal ERG)Not disclosedRecruitment, engagement, retention, development

Fixed Compensation

MetricFY2024FY2025
Base Salary ($)$749,358 $774,519
Annual Base Salary Rate (Committee Table)$750,000 $775,000
MIP Target (% of Salary)100% 100%
MIP Award ($)$670,610 $720,750
All Other Compensation ($)$334,272 $363,656
Perquisites & Other Personal Benefits ($)Not itemized in table$157,800 (incl. $24,000 business allowance; $128,400 relocation/security)
Tax Reimbursement/Gross-up ($)Not disclosed$148,571 (relocation tax gross-up)
Company Contributions to Defined Contribution Plans ($)Not disclosed$57,285 (incl. qualified $10,350; nonqualified MCC $33,004; plus EPS-linked match mechanics)

Performance Compensation

Annual MIP Design and FY25 Results

MetricWeightMinimumTargetMaximumActual ResultWeighted Payout
Organic Revenue Growth YoY33% (5.5)% 4.9% 10.2% 4.9% 33%
Non-GAAP Diluted EPS33% $4.73 $5.57 $6.13 $5.53 32%
Non-GAAP Free Cash Flow ($mm)33% $4,025 $5,750 $6,900 $5,185 28%
Total Payout (% of Target)93%
  • Team and Individual scorecards were 100% for Wall in FY25; MIP award $720,750 vs 100% target .
  • Quality became a standalone modifier for senior executives beginning FY25; overall design retained equal weighting of revenue/EPS/FCF .

Long-Term Incentives (Design and FY25 Grants)

  • Design: Portfolio includes PSUs, stock options, and RSUs; PSUs based on 3-year simple average revenue growth and relative TSR vs a Comparison Group, with a downward-only ROIC modifier; stock options vest 25% annually starting year 1; RSUs vest 100% on the 3rd anniversary .
  • FY25 Target LTIP value for Wall: $4,250,000; plus one-time $1.5M uplift to annual LTIP for competitiveness, granted with standard vehicle mix .
Award TypeGrant DateShares/Units (#)Exercise Price ($)Grant Date Fair Value ($)
PSU7/29/2024Target 35,938; Threshold 17,969; Max 71,876 $3,387,157
Stock Options7/29/2024106,260 $80.00 $1,725,131
RSU7/29/202414,375 $1,150,000
  • Vesting cadence for Wall’s unexercisable options (selected grants): 8/1/2022 options vest 14,858 (2025) and 14,859 (2026); 7/31/2023 options vest 17,049 annually (2025–2027); 7/29/2024 options vest 26,565 annually (2025–2028) .

Equity Ownership & Alignment

Ownership MetricValue
Beneficial Ownership (Ordinary Shares)490,286 (as of Aug 5, 2024)
May Be Acquired Within 60 Days (primarily options)478,435
Ownership GuidelinesNEOs must hold 3× base salary; CEO 6×; all NEOs in compliance as of Aug 14, 2025
Pledging/HedgingNot disclosed; no pledging noted in proxy
Options—Grant/Status SnapshotMultiple grants from 2016–2024; most options vest 25% per year over 4 years; 2024 grant of 106,260 at $80.00
RSUs—VestingRSUs vest 100% at 3rd anniversary; e.g., 7/29/2024 grant expected to vest 7/29/2027, subject to continued service

Option Vesting Schedule (Unexercisable Options – Wall)

Grant Date2025202620272028
8/2/202111,392
8/2/2021 (additional lot)272
8/1/202214,858 14,859
7/31/202317,049 17,049 17,049
7/29/202426,565 26,565 26,565 26,565

Employment Terms

ScenarioCash SeveranceWelfare/Other BenefitsEquity TreatmentTotal
Involuntary Termination (as of Apr 25, 2025)$2,991,500 (includes 2× base salary $1,550,000 and lesser of MIP payout or target $1,441,500) $55,889 (24 months health + outplacement) $3,047,389
Change of Control + Termination other than for cause/disability or for good reason (as of Apr 26, 2024)$4,932,440 (3× salary + greater of FY24 bonus or 3-year avg; includes prorated bonus) $161,748 (continuation of retirement/health/welfare for 3 years) Accelerated vesting at target: PSUs $4,727,125; Options intrinsic value $—; RSUs $1,806,833 $11,628,146
  • Change-of-control policy operates on a double trigger (COC plus qualifying termination); values reflect closing price $79.74 and target PSU levels as of April 26, 2024 .
  • Clawback: Improper payments or gains from incentives/equity are subject to clawback .
  • Ownership/Retention: LTIP uses mix of PSUs, options, RSUs; options link value to stock appreciation; RSUs encourage retention .

Compensation Summary (Multi-Year)

Component ($)FY2024FY2025
Salary$749,358 $774,519
Stock Awards$3,406,800 $4,537,157
Option Awards$1,274,992 $1,725,131
Non-Equity Incentive (MIP)$670,610 $720,750
Change in Pension Value/Nonqualified Deferred Earnings$— $—
All Other Compensation$334,272 $363,656
Total$6,436,032 $8,121,213

Performance & Track Record

  • Neuroscience portfolio grew ~5% and regained market share for the first time in three years under Wall’s leadership; portfolio >$10B revenue and ~18,000 employees globally as of 2025 .
  • Prior leadership (Covidien Neurovascular & International): doubled revenue 2011–2015 .
  • Corporate FY25 operating achievements used in incentives: organic revenue growth 4.9%, EPS $5.53, FCF $5,185M (93% MIP payout) .

Risk Indicators & Red Flags

  • Tax gross-up present on relocation expenses in FY25 ($148,571) — shareholder-unfriendly feature to monitor .
  • No pledging disclosed; NEO ownership guidelines in compliance (3× salary for NEOs) .
  • Upcoming multi-year vesting of options (notably 2024 grant) and RSUs could create future selling windows; monitor Form 4 activity around 3-year RSU anniversaries and annual option tranches .

Compensation Structure Analysis

  • High at-risk pay mix: NEOs’ total direct compensation 86%–93% at risk; long-term incentives 72%–83% of TDC, aligning pay with multi-year performance .
  • Shift/Design: Portfolio approach continues (PSUs/options/RSUs); PSUs tied to 3-year revenue growth and relative TSR with ROIC downward modifier; options vesting schedules and RSU 3-year cliff vesting support retention and performance alignment .
  • FY25 competitive adjustments: One-time $1.5M uplift to LTIP for Salmon, Wall, Smith to address competitiveness; standard vehicle mix and terms retained .

Equity Ownership & Selling Pressure Signals

  • Beneficial ownership: 490,286 shares; 478,435 shares acquirable within 60 days (primarily options) .
  • Upcoming option vests: 26,565 shares per year (2025–2028) from 7/29/2024 grant; additional tranches from 2022 and 2023 grants .
  • RSU vest: 7/29/2024 grant of 14,375 RSUs scheduled for 7/29/2027 (subject to service), a potential liquidity event .

Employment Terms (Additional)

  • Benefits: Business allowance ($24,000 for U.S.-based NEOs), standard employee benefits; clawback policy applies; incentive caps to avoid windfalls .
  • Deferred Contributions: Company contributions to qualified and nonqualified plans (MCC/PIA) per plan design and EPS-linked matching mechanics .

Investment Implications

  • Alignment: Strong pay-for-performance construct with equal-weighted revenue/EPS/FCF in annual MIP and multi-year PSU metrics (revenue growth, relative TSR, ROIC modifier), plus high LTIP weighting, suggests meaningful shareholder alignment .
  • Retention risk: Significant unvested options and RSUs with multi-year schedules and ownership guideline compliance reduce near-term flight risk; however, one-time LTIP uplift indicates competitive market pressure for talent .
  • Trading signals: Monitor Form 4s around option tranche anniversaries (notably 7/29 each year through 2028) and RSU cliff dates (7/29/2027) for potential selling pressure; track PSU certification and payouts tied to 3-year cycles starting 2024 grants .
  • Governance watch items: Presence of relocation tax gross-up; large change-of-control cash multiple (3× salary+bonus) and full equity acceleration could create misalignment in a sale scenario—monitor Compensation Committee’s stance and any updates to COC terms .