Elizabeth G. Nabel, M.D.

About Elizabeth G. Nabel, M.D.

Elizabeth G. Nabel, M.D., age 73, has served on Medtronic’s Board since 2014 and is currently Chair of the Compensation and Talent Committee and a member of the Growth Committee. She is Senior Advisor to ModeX Therapeutics and OPKO Health; previously President of Brigham Health, Professor of Medicine at Harvard Medical School, and Director of NHLBI at NIH; she is an elected member of the National Academy of Medicine. Current public company directorships include Moderna, Inc. and Lyell Immunopharma, Inc.; she served on Accolade, Inc.’s board through April 2025 .

Past Roles

External Roles

Board Governance

• Independence: Classified as an independent director under NYSE standards; Medtronic’s standing committees (other than newly created Growth and Operations Committees chaired by the CEO) consist solely of independent directors .
• Committee assignments:
  • Compensation and Talent Committee: Chair (members: Nabel, Joon S. Lee, Kevin E. Lofton, Kendall J. Powell) .
  • Growth Committee: Member (committee chaired by CEO Geoffrey S. Martha) .
  • FY2025 committee matrix shows Nabel as a member of the Quality Committee as of April 25, 2025; committee structure was reconfigured in August 2025 (Audit+Finance consolidation; Science & Technology dissolved; Growth and Operations created) .
• Meeting cadence and attendance:
  • FY2025 meetings: Board 6 (5 regular, 1 special); Compensation and Talent 5; Audit 10; Finance 5; Nominating 4; Quality 5; Science & Technology 4 .
  • Attendance: Each director attended at least 75% of Board and relevant committee meetings; AGM attendance customary (exceptions noted for new appointees in 2025) .
• Compensation & Talent Committee governance:
  • All members satisfy NYSE/SEC compensation committee independence requirements; no interlocking relationships with companies employing committee members; committee oversees CD&A, pay equity, severance policies, risk assessments, and may delegate to subcommittees as appropriate .

Fixed Compensation

Performance Compensation

• Director stock ownership and retention guidelines: Non-employee directors must own Medtronic stock equal to 5x the annual Board retainer; until met, retain 75% of after-tax shares from equity awards; as of May 1, 2025, all directors were in compliance (newer directors expected to progress over time) .
• Hedging/derivatives: Insider trading policy prohibits directors from short sales and derivative transactions on Medtronic securities; policy also prohibits hedging/pledging for NEOs and “others” per policy language .

Other Directorships & Interlocks

Medtronic’s related party transaction policies require NCGC review and approval; directors do not participate in decisions on transactions in which they are a related party . FY2025 disclosure notes an employee who is the daughter of another director; no Nabel-related transactions were disclosed .

Expertise & Qualifications

• Health care leadership and innovation: Extensive operating and oversight experience in complex hospital and physician organizations; deep understanding of medical sciences and the provider ecosystem using Medtronic’s products .
• National research leadership: Former NIH NHLBI Director; elected member of National Academy of Medicine .
• Board skills: Strategic growth, talent oversight, governance, and innovation; active roles on external health and biotech boards .

Equity Ownership

• Group ownership context: No director or executive officer individually owns >1% of outstanding shares; directors and executive officers as a group own ~0.26% .
• Stock ownership policy compliance: Directors in compliance as of May 1, 2025 .
• Securities trading policy: Prohibits directors from short sales and derivative transactions; broader policy restrictions on hedging/pledging apply to NEOs and “others” per policy .

Governance Assessment

• Strengths:

  • Independent director and long-tenured health care leader; chairs a key committee with defined oversight of pay equity, CD&A, severance, risk, and shareholder engagement on compensation .
  • Strong attendance disclosure and committee activity levels; RSU program with retention requirements aligns director interests with shareholders; directors broadly in compliance with ownership guidelines .
  • Compensation program uses fixed retainer and modest chair stipend; equity grants are time-based RSUs with clear vesting and attendance-linked reductions, limiting discretion and reinforcing alignment .
  • Committee independence confirmed; risk assessment performed with independent consultant Semler Brossy, concluding compensation policies/practices do not create material adverse risk .

• Watch items:

  • Multiple external public boards (Moderna, Lyell) increase time commitments; Medtronic’s policy framework on related party transactions mitigates conflict risk, and no Nabel-related transactions are disclosed .
  • Growth Committee membership places Nabel on the CEO-chaired committee; continued oversight through independent standing committees (including Compensation and Talent) supports balance .

• RED FLAGS: None disclosed specific to Nabel (no related-party transactions, pledging not indicated, attendance thresholds embedded in compensation policy) .

Appendix: Director Compensation (FY2025) – Program Reference