Geoffrey S. Martha

About Geoffrey S. Martha

Geoffrey S. Martha is Chairman and Chief Executive Officer of Medtronic; he became CEO in 2020, Chairman later that year, and has served on the board since 2019. Age 55. His background spans >25 years in business management, including senior operating and strategy roles at Medtronic and GE; he also serves on NextEra Energy’s board (since 2024) and holds leadership positions in industry groups (Business Roundtable; WEF International Business Council; U.S.-China Business Council; AdvaMed; Asia Society; Minnesota Business Partnership).
Under his tenure in FY25, Medtronic delivered $33.5B revenue (+4.9% organic), non-GAAP EPS of $5.49 (+6%, +10% constant currency), improved GAAP operating margin (+190 bps), and a 9.1% total shareholder return vs 8.3% for the S&P 500 in the period, though 3-year and 5-year TSR were -15% and -2%, respectively.

Past Roles

Organization	Role	Years	Strategic impact
Medtronic plc	Chairman & Chief Executive Officer	2020–present	Leads corporate strategy and execution across global medical technology portfolio
Medtronic plc	President	2019–2020	Enterprise leadership/prior to CEO transition
Medtronic plc	EVP & President, Restorative Therapies Group	2015–2019	Led major operating group
Medtronic plc/Inc.	SVP Strategy & Business Development	2011–2015	Corporate strategy and M&A leadership
GE Healthcare	Managing Director, Business Development	2007–2011	Business development leadership
GE Capital Technology Finance Services	General Manager	2003–2007	Business unit leadership
GE Capital Vendor Financial Services	SVP, Business Development	2002–2003	Business development
GE Capital Colonial Pacific Leasing	General Manager	2001–2002	Business unit leadership
Potomac Federal (GE Capital federal financing IB)	VP, Business Development	1998–2001	Federal finance BD

External Roles

Organization	Role	Years
NextEra Energy, Inc.	Director	2024–present
Business Roundtable	Member	Current
WEF International Business Council	Member	Current
U.S.-China Business Council	Director	Current
AdvaMed	Treasurer	Current
Asia Society	Board of Trustees	Current
Minnesota Business Partnership	President, Executive Committee	Current

Fixed Compensation

Item	FY2023	FY2024	FY2025
Base Salary ($)	1,350,000	1,350,000	1,350,000
MIP Target (% of salary)	150%	150%	150%
MIP Award ($)	—	1,905,272	1,883,250
All Other Compensation ($)	443,588	305,496	581,443
CEO Total Compensation ($)	15,394,633	20,084,630	21,240,058

FY25 perquisites and benefits detail (subset):

Business allowance $40,000; personal use of company aircraft $287,250; personal/home security $77,498; company contributions to retirement plans $176,695; total “All Other Compensation” $581,443.

Performance Compensation

Annual MIP (FY25) – measures, weights, targets, actuals, payout

Metric	Weight	Target	Actual	Weighted payout
Organic revenue growth (YoY)	33%	4.9%	4.9%	33%
Non-GAAP diluted EPS	33%	$5.57	$5.53	32%
Free Cash Flow ($mm)	33%	$5,750	$5,185	28%
Total payout as % of target	—	—	—	93%

CEO’s FY25 MIP award: $1,883,250 at 150% target after Medtronic performance (93%), team (Quality) 100%, and individual performance 100%.

LTIP Design and FY25 awards

Structure: PSUs (50% of target LTIP) based on 3-yr avg revenue growth and relative TSR, with a downward-only ROIC modifier; Stock options (30%) vest 25% annually over 4 years; RSUs (20%) cliff-vest 100% on 3rd anniversary.
CEO FY25 equity grants (grant date 7/29/2024; approved 6/20/2024): 100,000 target PSUs (grant-date FV $9.425M), 295,680 options at $80.00 (FV $4.800M), 40,000 RSUs (FV $3.200M).

LTIP Component	Plan specifics	FY25 CEO grant (7/29/2024)
PSUs (50%)	3-yr avg organic revenue growth + relative TSR; ROIC modifier (downward only)	100,000 target; $9,425,000 FV
Stock Options (30%)	25%/yr vest over 4 years; 10-yr term; grant at close price	295,680 @ $80.00; $4,800,365 FV
RSUs (20%)	100% vest at 3rd anniversary	40,000; $3,200,000 FV

PSU payout (FY23–FY25 performance period)

Element	Revenue Growth	Relative TSR	Weighted payout
Actual vs target	4.07% vs 5.00%	28th percentile vs 50th	73.34% total

Recipient	Target PSUs	Shares paid at 73.34%
Geoffrey S. Martha	71,176	52,201

Equity Ownership & Alignment

Beneficial ownership (as of Aug 14, 2025)

Holder	Beneficial ownership (shares)	Acquirable within 60 days	% of class
Geoffrey S. Martha	1,900,322	1,767,234	<1% (no director/EO >1%)

Policies and alignment

CEO stock ownership guideline: 6x base salary; must retain 75% of after-tax net shares until compliant; all NEOs in compliance as of Aug 14, 2025.
Hedging and pledging: prohibited for NEOs and directors.
Clawbacks: misconduct-based and restatement-based recovery policies in place.

Outstanding equity (selected) at FY25 year-end (close $84.16)

Grant date	RSUs unvested (#)	Market value ($)	PSUs unearned at target (#)	Market/payout value ($)
8/1/2022	29,944	2,520,087	78,090	6,572,054
7/31/2023	34,789	2,927,842	90,725	7,635,416
7/29/2024	39,309	3,308,245	102,517	8,627,831

Forward vesting schedules

RSUs/PSUs (unvested) by year (units): | Grant | 2025 | 2026 | 2027 | 2028 | |---|---:|---:|---:|---:| | 8/1/2022 | 29,944 RSU; 78,090 PSU | — | — | — | | 7/31/2023 | — | 34,789 RSU; 90,725 PSU | — | — | | 7/29/2024 | — | — | 39,309 RSU; 102,517 PSU | — |
Unexercisable options scheduled to vest (units): | Grant | 2025 | 2026 | 2027 | 2028 | |---|---:|---:|---:|---:| | 8/2/2021 | 40,683 | — | — | — | | 8/1/2022 | 56,249 | 56,249 | — | — | | 7/31/2023 | 60,173 | 60,173 | 60,173 | — | | 7/29/2024 | 73,920 | 73,920 | 73,920 | 73,920 |

FY25 realized activity

Name	Options exercised (#)	Value realized ($)	Stock vested (#)	Value realized ($)
Geoffrey S. Martha	53,854	1,013,706	44,266	3,612,406

Employment Terms

Agreements and restrictive covenants: NEOs (incl. CEO) have offer letters; subject to Medtronic’s Section 16 Officer Severance Practices; standard restrictive covenant agreement including non-compete, confidentiality, and non-solicitation.
Severance (involuntary termination without cause): CEO estimated $6,466,500 cash (2x base plus lesser of MIP payout or target), plus $61,849 welfare benefits; no equity continuation for CEO under standard severance.
Change-of-control (COC) policy: Double-trigger only; no excise tax gross-ups (subject to potential cutback). If terminated without cause or for good reason within three years post-COC, CEO receives lump sum equal to 3x (base + Highest Annual Bonus), plus treatment of incentives and benefits per plan.
Estimated COC payments (CEO): Severance $11,583,000; accelerated PSUs $22,835,217; accelerated options $1,230,028; accelerated RSUs $8,756,069; other $604,829; total $45,009,143.

Board Governance and Service

Board service: Director since 2019; Chairman of the Board and CEO.
Committee roles: Chairs newly created Growth and Operations Committees (standing committees otherwise composed solely of independent directors).
Lead Independent Director: Craig Arnold; robust duties include presiding over independent sessions, agenda approval, CEO succession oversight, evaluations, and shareholder engagement; independent directors meet in executive session at each regular meeting.
Attendance: Each director attended at least 75% of board/committee meetings in FY25.
Dual-role implications: The board affirms combining CEO and Chair is appropriate given Mr. Martha’s deep company/industry knowledge; independence is supported via a strong Lead Independent Director framework.

Additional Compensation Structure Considerations

Stock ownership guideline: CEO 6x salary; compliance confirmed as of Aug 14, 2025.
Prohibited practices: No hedging/pledging; no option repricing; no single-trigger vesting on COC; no excise tax gross-ups.
Clawbacks: Misconduct-based and restatement policy adopted per SEC/NYSE rules.
Say-on-Pay: Annual advisory vote; board recommends “FOR” NEO pay.
Pay vs performance (CEO CAP vs TSR/Revenue/Net Income) disclosures provided; key measures linking CAP to performance are Revenue Growth, EPS, TSR, and Free Cash Flow.
CEO pay ratio (FY25): 309:1 (CEO $21,240,058; median employee $68,770).

Investment Implications

Pay-for-performance alignment: FY25 MIP paid at 93% on mixed financial outcomes (revenue met target; EPS/FCF slightly below), while FY23–FY25 PSUs paid at 73.34% on below-target 3-yr revenue growth and sub-median TSR—evidence of downside sensitivity to relative/longer-term underperformance.
Retention and supply overhang: Significant unvested equity and multi-year option vesting (through 2028) create strong retention hooks; cliff vesting of 40,000 FY25 RSUs (2027) and scheduled PSU vestings could create periodic liquidity events and potential insider selling pressure around vest dates.
Alignment/controls: Robust ownership requirement (6x salary) with 75% net share retention until compliant, plus prohibitions on hedging/pledging and clawbacks, support alignment and limit risk-taking.
Change-in-control economics: Double-trigger policy with substantial equity acceleration could be material in transaction scenarios (estimated $45.0M for CEO), but absence of excise tax gross-ups and insistence on replacement awards mitigate shareholder-unfriendly optics.
Governance risk and mitigation: Combined CEO/Chair concentrates authority, but independent oversight via an empowered Lead Independent Director and executive sessions is explicitly emphasized.
Perquisites optics: Personal aircraft use and heightened security costs increase “all other comp” (FY25 perqs ~$405k), which some investors scrutinize against relative TSR underperformance over multi-year horizons.