Craig Arnold
Lead Independent Director at MDT
Board
About Craig Arnold
Craig Arnold (age 65) is Medtronic’s Lead Independent Director (since March 2022) and an independent director since 2015. He is the retired Chairman & CEO of Eaton Corporation (served as Chairman & CEO 2016–May 2025; previously President & COO and director in 2015; Vice Chairman & COO, Industrial Sector 2009–2015; joined Eaton in 2000), with prior senior roles at General Electric across global businesses. He currently sits on The Procter & Gamble Company board (since June 2025) and chairs Medtronic’s Nominating & Corporate Governance Committee, bringing deep global operations, finance, and industrial leadership to the Medtronic board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eaton Corporation | Chairman & Chief Executive Officer | 2016 – May 2025 | Led large global industrial; operational, finance, supply chain, tech innovation experience |
| Eaton Corporation | President & Chief Operating Officer; Director | 2015 – 2016 | Appointed to board and named President & COO in 2015 |
| Eaton Corporation | Vice Chairman & COO, Industrial Sector | 2009 – 2015 | Senior operating leadership for multi-business portfolio |
| Eaton Corporation | SVP & Group Executive, Fluid Power Group | 2000 – 2009 | Business group leadership after joining Eaton in 2000 |
| General Electric | Corporate VP & President, GE Lighting Services Ltd. | 1999 – 2000 | Led EMEA/ME/India lighting operations |
| General Electric | Corporate VP & President, GE Plastics Greater China; President GE Appliances Asia | 1997 – 1999 | Asia leadership roles |
| General Electric | Various management roles | 1983 – 1997 | Early career; broad operating background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Procter & Gamble Company | Director | Jun 2025 – Present | Current public company directorship |
| Eaton Corporation | Director | 2016 – May 2025 | Former public board service |
| The Business Council; Salvation Army of Greater Cleveland (Advisory Board); Greater Cleveland Partnership; United Way of Greater Cleveland | Member/Advisor/Board roles | Ongoing | Civic and advisory roles |
Board Governance
- Board roles: Lead Independent Director; Chair, Nominating & Corporate Governance Committee; Member, Growth Committee .
- Independence: Board affirmatively determined Arnold is independent under NYSE standards; Board reviewed immaterial transactional relationships involving certain directors (including Arnold) and concluded they do not impair independence (aggregate payments below the greater of $1,000,000 or 2% of the counterparty’s revenues) .
- Attendance and engagement: Each director attended ≥75% of Board/committee meetings in FY2025; independent directors meet in executive session at each regular Board and committee meeting .
- Lead Independent Director responsibilities: Leads executive sessions, agendas with Chair, CEO succession planning, committee leadership assessment, evaluations, and shareholder engagement availability .
- Skills (Board matrix): Arnold recognized for Executive Leadership, Finance/Accounting/Strategic Transactions, Health Care Industry, Global Operations, and Consumer/Brand Management .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $175,000 | Standard non-employee director retainer |
| Lead Independent Director Stipend | $40,000 | Supplemental cash stipend |
| Committee Chair Stipend (NCGC) | $20,000 | Chair stipend for Nominating & Corporate Governance |
| Total FY2025 Cash Earned (Arnold) | $235,000 | As reported in Director Compensation table |
Program structure notes:
- Committee chair stipends: Audit $25k; Compensation $20k; Nominating & Corporate Governance $20k; Finance & Financial Risk $20k; Quality $20k; Science & Technology $20k; member Audit stipend $15k .
- 25% cash reduction applies if attendance <75% (not applicable; Board reports ≥75% for all) .
Performance Compensation
| Equity Element | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU Grant (standard) | $175,000 target; Arnold reported $175,055 (grant-date fair value) | Vests on one-year anniversary; dividend equivalents accrue as RSUs | None (time-based RSUs; no performance metrics) |
Additional details:
- Grants made on first day of fiscal year; full-value RSUs sized to $175,000/market price; pro-rated or reduced 25% if attendance <75% .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| The Procter & Gamble Company | Current public company directorship | Consumer staples; no disclosed related-party transactions with Medtronic; Board independence analysis reviewed immaterial transactional relationships and affirmed independence . |
| Eaton Corporation | Former Chairman & CEO; former director (through May 2025) | No specific related-party transactions disclosed with Medtronic for Arnold . |
Expertise & Qualifications
- Over 30 years of executive leadership across global operations, supply chain, manufacturing, sales/marketing, and technology innovation; prior audit committee experience at another public company .
- Board skills matrix highlights: executive leadership; finance/accounting/strategic transactions; healthcare industry familiarity; global operations; consumer/brand management .
- Governance leadership as Lead Independent Director, including CEO succession planning, board evaluations, and shareholder engagement .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial Ownership of MDT Shares | 40,236 | As of Aug 14, 2025 |
| May Be Acquired Within 60 Days | 2,100 | Included within beneficial ownership; exercisable/settleable within 60 days |
| Restricted Stock Units Held (FY-end) | 2,240 | As of Apr 25, 2025 |
| Director Stock Ownership Guideline | 5x annual Board retainer | Must retain 75% of after-tax shares until guidelines met; as of May 1, 2025 all directors in compliance, with newer directors progressing |
| Hedging/Pledging/Trading | Covered by Global Insider Trading Policy for directors; compliance with insider trading laws emphasized |
No shares pledged as collateral or hedging arrangements are disclosed for Arnold in the proxy .
Governance Assessment
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Strengths for investor confidence:
- Independent Lead Director with robust responsibilities; chairs Nominating & Corporate Governance; active role in evaluations, CEO succession, and shareholder engagement .
- Confirmed independence with the Board reviewing third-party relationships and concluding immaterial transactions do not impair objectivity .
- Strong engagement: independent sessions every regular meeting; ≥75% attendance; directors encouraged to attend AGM (Arnold attended) .
- Ownership alignment: 5x retainer guideline; retention at 75% until guideline met; directors reported compliant as of May 1, 2025 .
- Balanced director pay mix with meaningful equity; no meeting fees; clear vesting and attendance modifiers; clawback and anti-hedging governance across the company reinforce alignment culture .
- Broader shareholder support context: Say-on-Pay approval 92.93% in 2024, indicating investor comfort with compensation governance under current board oversight .
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Areas to monitor:
- Interlocks/transactions: The independence review notes certain directors (including Arnold) have relationships via entities with immaterial transactions with Medtronic; continue monitoring for size/scope changes, though currently under NYSE thresholds and deemed non-material .
- Multi-board service: New P&G directorship adds external time commitments; track attendance and engagement (no issues disclosed in FY2025) .
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RED FLAGS: None identified specific to Arnold. No related-party transactions, loans, pledging, or attendance issues disclosed for Arnold in FY2025 .