Gregory P. Lewis
Director at MDT
Board
About Gregory P. Lewis
Gregory P. Lewis (age 57) is an independent director of Medtronic plc, serving since 2023. He is Senior Advisor at Honeywell International Inc. (since February 2025) and previously served as Honeywell’s Senior Vice President and Chief Financial Officer from 2018 to February 2025 . He chairs Medtronic’s Audit and Finance Committee and sits on the Growth Committee; the Board has designated him as an “audit committee financial expert” under SEC rules . The Board affirmed his independence under NYSE standards after reviewing immaterial transactional relationships; he attended at least 75% of Board and committee meetings in FY25 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Honeywell International Inc. | Senior Advisor | Feb 2025–Present | Advisory role following CFO tenure; supports finance, risk and transformation initiatives |
| Honeywell International Inc. | SVP & CFO | 2018–Feb 2025 | Led Treasury, Tax, Audit, IR, M&A, Finance Ops; drove IT/data operating model and “digital transformation” enhancing operational excellence |
| Honeywell International Inc. | CFO of business units; VP Corporate Finance; VP EIM | Not disclosed | Led “great integration” of IT infrastructure and data-forward decision-making across Honeywell |
| Kraft Foods; Tyco International; Stanley Works | Financial leadership roles | Not disclosed | Various financial management positions across multiple industries |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Roof Above (non-profit) | Director | Not disclosed | Non-profit board service |
| Other public company boards | — | — | None |
Board Governance
- Committee assignments: Chair, Audit and Finance; Member, Growth Committee .
- Independence: Board determined Lewis is independent under NYSE standards; relationships reviewed were transactional and immaterial (≤ the greater of $1,000,000 or 2% of counterparty revenue), with no involvement by Lewis in such transactions .
- Attendance: Each director attended ≥75% of Board and committee meetings in FY25; Board held 5 regular and 1 special meeting; committees met as follows—Audit 10, Compensation 5, Finance & Financial Risk 5, NCGC 4, Quality 5, Science & Technology 4 .
- Engagement: Independent directors meet in executive session at each regular Board and committee meeting; strong Lead Independent Director structure .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| FY25 fees earned or paid in cash (Lewis) | 195,220 | Includes annual retainer and applicable stipends |
| Annual Board cash retainer (program) | 175,000 | Standard for non-employee directors |
| Committee chair stipends (program) | Audit: 25,000; Comp: 20,000; NCGC: 20,000; Finance & Financial Risk: 20,000; Quality: 20,000; Science & Tech: 20,000 | Paid in addition to retainer |
| Audit Committee member stipend (program) | 15,000 | Non-chair members |
| Lead Independent Director stipend (program) | 40,000 | Additional cash stipend |
| Attendance policy (program) | -25% cash/equity if <75% attendance | Attendance gate across Board/committees |
Performance Compensation
| Grant Type | FY25 Grant Fair Value ($) | Vesting | Dividend Credits | Options/PSUs |
|---|---|---|---|---|
| Annual RSU (Lewis) | 175,055 | Vests on one-year anniversary of grant date | Dividends credited as additional units, same vest/forfeit terms | No director options/PSUs disclosed; program uses full-value RSUs |
Director stock ownership and retention guidelines: Non-employee directors are expected to own stock equal to 5x the annual Board retainer; until met, directors must retain 75% of after-tax shares from equity awards. As of May 1, 2025, all directors were in compliance with retention policy; given tenure, Lewis is expected to make progress toward the 5x guideline over time .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Consideration |
|---|---|---|---|
| Honeywell International Inc. | Comparator (Compensation Comparison Group) | Lewis is Senior Advisor (not director) | Honeywell is in Medtronic’s compensation comparator group; Board deemed Lewis independent with immaterial transactions and no involvement |
| Public boards | — | None | No other public company directorships |
Expertise & Qualifications
- Finance/accounting expertise; Audit Committee Financial Expert designation under SEC rules; deep experience overseeing tax, treasury, audit, investor relations and finance operations .
- Strategic portfolio management, risk oversight, and digital/IT integration leadership from Honeywell’s enterprise transformation .
- Global operations and cross-industry finance experience (Kraft, Tyco, Stanley Works) .
Equity Ownership
| Holder | Beneficially Owned Shares | Shares Acquirable Within 60 Days | RSUs Outstanding | Notes |
|---|---|---|---|---|
| Gregory P. Lewis | 3,803 | 2,100 | 1,884 | Individual directors <1% ownership; group of directors/executives owns ~0.26% |
Governance Assessment
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Strengths:
- Independent director with strong finance pedigree; audit committee chair and SEC-designated financial expert—supports robust oversight of financial reporting, internal controls (including IT/cyber) and risk management .
- Clear attendance and executive session practices; committee-only independence (outside Growth/Operations) and majority-independent Board .
- Director compensation structure is standard-market (cash retainer + full-value RSUs), with ownership/retention guidelines and clawback policy covering incentives—aligned with shareholder interests and governance best practices .
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Watch items (monitor, not current red flags):
- External affiliation: Senior Advisor to Honeywell while Honeywell sits in Medtronic’s compensation comparator group. The Board reviewed transactional relationships and found them immaterial with no involvement by Lewis; independence confirmed. Continue monitoring for any related-party exposure changes .
- Ownership alignment: Early-tenure progress toward 5x retainer guideline expected; enforce retention until threshold achieved .
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Shareholder signals:
- Say-on-Pay support 92.93% in 2024; independent compensation consultant engaged with explicit conflict-of-interest review (Semler Brossy) .
- Compensation risk assessment concluded policies/practices do not create material adverse risk; stock ownership/retention, clawbacks, and no hedging/pledging for executives are in place .