Harry S. Kiil
Executive Vice President and President, Cardiovascular Portfolio at MDT
Executive
About Harry S. Kiil
Appointed Executive Vice President and President of Medtronic’s Cardiovascular Portfolio on May 21, 2025; the company’s DEF 14A references “Harry S. Kiil” for this role, while the same-day 8-K press release uses “Skip Kiil,” referring to the same executive appointment . Background details like age and education were not disclosed in available filings. Under Kiil’s leadership window, Cardiovascular delivered strong growth: FY25 cardiovascular revenue rose 5.5% reported (6.3% organic) and Q2 FY26 revenue increased 10.8% reported (9.3% organic), with notable momentum in Cardiac Ablation Solutions and structural heart therapies . Company performance context: FY25 revenue was $33.5B (+3.6% reported, +4.9% organic) and non-GAAP diluted EPS $5.49 (+6%); the stock ended FY25 at $84.16, with the proxy noting a 9.1% total return over FY24 and 3- and 5-year TSR of -15% and -2%, respectively, which influenced long-term incentive realizable pay outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medtronic Cardiovascular Portfolio | EVP & President | 2025–present | Q2 FY26 Cardiovascular revenue $3.436B (+10.8% reported, +9.3% organic); growth across Cardiac Rhythm & Heart Failure (+15.7% reported), Structural Heart & Aortic (+8.5% reported) . |
| Medtronic Cranial & Spinal Technologies (CST) | SVP & President | –2025 | CST contributed to Neuroscience portfolio growth; FY25 Neuroscience revenue $9.846B (+4.7% reported, +5.2% organic) and Q4 FY25 CST U.S. growth supported by AiBLE spine ecosystem . |
Performance Compensation
Long-term and annual incentives are aligned to company financial and quality metrics for senior executives; Kiil’s FY25-specific award disclosures were not provided, but program design and FY25 payout outcomes are below.
FY25 Annual MIP (Company-Level)
| Metric | Weight | Target | Actual | Payout Contribution |
|---|---|---|---|---|
| Organic Revenue Growth | 33% | 4.9% | 4.9% | 33% |
| Non-GAAP Diluted EPS Growth | 33% | $5.57 | $5.53 | 32% |
| Free Cash Flow (Non-GAAP) | 33% | $5,750M | $5,185M | 28% |
| Total MIP Payout (as % of target) | — | — | — | 93% |
Long-Term Incentive Design and Vesting
| Vehicle | Vesting | Performance Metrics | Notes |
|---|---|---|---|
| PSUs | 3-year performance period | 3-year simple average Revenue Growth; Relative TSR vs Comparison Group; ROIC modifier (downward only) | Drives multi-year pay-for-performance . |
| Stock Options | 25% per year starting 1st anniversary of grant | Stock price appreciation | Aligns to shareholder value creation . |
| RSUs | 100% cliff vest at 3rd anniversary of grant | Time-based | Retention-focused . |
| FY25 PSU Outcome | — | — | 73.34% payout . |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6x base salary; other NEOs 3x; retention requirements until guidelines met (CEO/directors 75% of after-tax shares; other NEOs 50%) .
- Clawback policy: Recovery applies to annual incentive, long-term incentives, and equity compensation .
- Hedging and pledging: Not permitted for executives; governed by Global Insider Trading Policy (filed as Exhibit 19 to FY25 10-K) .
- Beneficial ownership: Company tabulates ownership for directors/NEOs; Kiil-specific share ownership was not disclosed in FY25 proxy .
Employment Terms
| Topic | Terms | Triggers | Notes |
|---|---|---|---|
| Section 16 Officer Severance (general practice) | 2x (base salary + lesser of MIP target or actual/forecasted MIP); 24 months health/dental; outplacement | Involuntary termination without cause | Board-approved practice for executive officers; examples tabulated for NEOs . |
| Change-of-Control (COC) Policy | Double-trigger; lump sum equal to 3x (base salary + Highest Annual Bonus); accrued incentives; specified welfare/retirement benefits | COC + termination without cause or resignation for good reason within 3 years | No excise tax gross-ups; reduction mechanism may apply; COC definition includes >30% voting stock change, major mergers, asset sale, etc. . |
| LTI Treatment on COC | Options/RSUs accelerate only if no qualifying replacement awards or upon qualifying termination within 2 years post-COC | As above | Protects employees while supporting orderly transitions . |
| Restrictive Covenants | Non-compete, confidentiality, non-solicitation of employees/customers; at-will employment attestation | — | Standard agreement for executive officers . |
Company Performance Context (Cardiovascular focus)
| Segment Metric | FY25 (Annual) | Q2 FY26 (Quarter) |
|---|---|---|
| Cardiovascular Revenue ($USD) | $12.481B; +5.5% reported, +6.3% organic | $3.436B; +10.8% reported, +9.3% organic |
| Cardiac Ablation Solutions | Q4 FY25 nearly +30% revenue; ~$1.0B FY25 | U.S. CAS growth cited among portfolio drivers |
| Structural Heart & Aortic Growth | FY25: +5.8% reported (annual); Q4: +7.0% reported | Q2 FY26: +8.5% reported |
Compensation Structure Analysis
- High variable pay mix: For senior executives, 86%–93% of target total direct compensation is variable, with 72%–83% allocated to long-term incentives (options, RSUs, PSUs) .
- Metrics rigor: Annual plan emphasizes organic revenue, non-GAAP diluted EPS, and free cash flow with a quality modifier that can only reduce payout; FY25 paid 93% vs target as financials came in slightly below targets, reflecting program discipline .
- Long-term alignment: PSUs tie to 3-year revenue and relative TSR with ROIC as a downside modifier; FY25 PSUs paid at 73.34%, consistent with multi-year shareholder alignment despite mixed TSR over longer horizons .
- Governance safeguards: Double-trigger COC, clawbacks, no hedging/pledging, and no excise tax gross-ups reduce misalignment and risk .
Say-on-Pay & Peer Group
- Say-on-pay: 2024 advisory vote approval was 92.93%, and shareholder feedback informed FY25 decisions, indicating broad investor support for the program .
- Compensation Comparison Group: 24-company peer set including Abbott, J&J, Boston Scientific, Danaher, Thermo Fisher, Honeywell, IBM, Pfizer, Eli Lilly, Stryker, etc.; criteria include size, global operations, industry relevance, and AI/data science competence; minor changes were approved for FY26 .
Investment Implications
- Incentive levers are tightly linked to revenue, EPS, and cash flow, with multi-year PSU metrics tied to revenue and relative TSR—supportive of durable growth drivers (PFA, TAVR, hypertension RDN) under Kiil’s Cardiovascular remit .
- Governance guardrails (double-trigger COC, clawbacks, ownership/retention, no hedging/pledging) mitigate misalignment and reduce risk of opportunistic insider selling pressure .
- Near-term portfolio momentum in Cardiovascular (double-digit growth in Q2 FY26) strengthens the probability of above-target incentive funding if execution persists, while long-term payouts remain sensitive to TSR performance against peers .