John P. Groetelaars

About John P. Groetelaars

John P. Groetelaars (age 59) joined Medtronic’s Board on August 19, 2025 and is an independent director. He serves on the Growth Committee and the Nominating & Corporate Governance Committee. He holds a B.S. in Mechanical Engineering from Kettering University and an MBA from Columbia University, and brings 30+ years of medical device leadership, including CEO and segment president roles at Hill‑Rom, BD/C.R. Bard, Boston Scientific and Guidant .

Past Roles

Organization	Role	Tenure	Committees/Impact
Hill‑Rom Holdings, Inc.	President & CEO	May 2018–2021	Led strategic transformation and portfolio growth; drove record financial performance
Becton, Dickinson (BD)	EVP & President, Interventional Segment	2017–2018 (post C.R. Bard acquisition Dec 2017)	Oversaw Interventional following BD’s acquisition of C.R. Bard
C.R. Bard, Inc.	Group President; progressive roles	~2007–2017 (10 years)	Senior leadership across Bard businesses prior to BD acquisition
Boston Scientific; Guidant	Various leadership positions	Not disclosed	Earlier leadership roles in medtech

External Roles

Organization	Role	Tenure	Notes
Zeus Company (private)	Chairman of the Board	Since 2024	Producer of advanced polymer components used in life‑saving medical procedures
Parexel International (private)	Board Member	Since 2023	Global clinical research organization (CRO)
Dentsply Sirona (public)	Interim CEO	2022	Interim leadership; not disclosed as a current directorship
Current public company boards	—	—	Medtronic’s proxy lists 0 other current public boards for Groetelaars

Board Governance

Independence: The Board determined Groetelaars is independent under NYSE standards .
Committee memberships: Growth Committee member; Nominating & Corporate Governance Committee member (appointed effective Aug 22, 2025) .
Board/committee structures: Growth and Operations Committees created Aug 19, 2025; Science & Technology dissolved and Audit consolidated into Audit & Finance Aug 22, 2025 .
Attendance framework: All directors during FY2025 attended ≥75% of meetings; cash retainer/stipends reduced by 25% if a director fails to attend ≥75% of Board/committee meetings in the relevant year .

Fixed Compensation

Medtronic’s standard non‑employee director compensation program (FY2025 schedule):

Component	Amount	Details
Annual Cash Retainer	$175,000	Paid mid‑year and year‑end; subject to 25% reduction if <75% attendance
Lead Independent Director Stipend	$40,000	Additional annual cash
Committee Chair Stipends – Audit	$25,000	Chair premium
Committee Chair Stipends – Compensation; Nominating; Finance; Quality; Science & Technology	$20,000 each	Chair premium
Audit Committee Member Stipend	$15,000	Non‑chair audit member

Notes:

Groetelaars joined post‑FY2025; future cash/fees will reflect role, committee assignments, pro‑rating and attendance policy .

Performance Compensation

Director equity awards (non‑employee directors):

Equity Instrument	Grant Value	Vesting	Other Terms
Annual RSU	$175,000 (rounded up to whole shares)	One‑year cliff from grant date	Dividends credited as additional units; grants pro‑rated if serving less than entire preceding fiscal year; 25% reduction if <75% attendance; full‑value awards; no stock options disclosed for directors

Performance metrics: Director equity is time‑based RSUs; no performance conditions (e.g., revenue, TSR) are tied to director compensation. The Compensation & Talent Committee uses performance metrics for NEO incentives (revenue growth, diluted EPS, cash flow; LTIs use 3‑year revenue growth, TSR, ROIC), not for non‑employee directors .

Other Directorships & Interlocks

Entity	Relationship to Medtronic	Potential Interlock/Conflict
Zeus Company	Potential supplier in medtech ecosystem	Medtronic’s related‑party transaction policy requires NCGC review of any transactions >$120,000; no Zeus transactions disclosed in FY2025
Parexel International	CRO services sector	No Medtronic‑Parexel relationship disclosed; Board independence reaffirmed
Dentsply Sirona (prior interim CEO)	Dental devices	Prior role; no current interlock disclosed

Expertise & Qualifications

Domain expertise: 30+ years in medical devices across operating, portfolio transformation, and interventional segments .
Education: B.S. Mechanical Engineering (Kettering University); MBA (Columbia University) .
Board‑level skills: Growth strategy, M&A, capital allocation, governance; aligned with Growth Committee and NCGC mandates .

Equity Ownership

Beneficial ownership as of August 14, 2025:

Holder	Shares Beneficially Owned	Amount Acquirable Within 60 Days
John P. Groetelaars	—	—

Director stock ownership guidelines:

Directors must own stock equal to 5× the annual Board retainer; must retain 75% of after‑tax shares until guideline met (and for one year following grant once met). As of May 1, 2025, all directors were in compliance; newer directors (e.g., Lee, Lewis, Lofton, Fonseca) are expected to progress toward guidelines over time. Groetelaars joined after that measurement date .

Hedging/pledging restrictions:

Policy prohibits directors and NEOs from short sales and derivative transactions; prohibits margin purchases, borrowing against Medtronic securities, and hedging/pledging of Medtronic securities, supporting alignment .

Governance Assessment

Positive signals:
- Independent director with deep medtech operating experience; assigned to Growth and NCGC, consistent with strategy and governance skill set .
- Strong shareholder support in 2025 election: 977,157,923 for; 13,337,052 against; 1,096,054 abstain .
- Robust director ownership/retention and anti‑hedging/pledging policies; NCGC oversight of related‑party transactions .
Watch items / potential red flags:
- Initial ownership: No reported beneficial holdings as of Aug 14, 2025; monitor progress toward 5× retainer guideline following RSU grants and service accrual .
- Potential supplier interlock: Zeus operates in components used in medical procedures; no Medtronic‑Zeus transactions disclosed, but monitor for any related‑party exposure; NCGC pre‑approval required for transactions >$120,000 .
- Attendance clawback: Director cash/RSU awards reduced 25% for <75% attendance; ongoing engagement should maintain thresholds .

Director Election and Shareholder Votes (Context)

Proposal	For	Against	Abstain	Broker Non‑Vote
Elect John P. Groetelaars	977,157,923	13,337,052	1,096,054	117,607,292

Say‑on‑Pay (NEO compensation) advisory vote: For 925,151,188; Against 64,820,280; Abstain 1,619,561; Broker Non‑Vote 117,607,292 — indicates constructive shareholder sentiment toward compensation governance .

Appendix: Committee Mandates (Relevant to Groetelaars)

Growth Committee: Reviews portfolio streamlining, organic/inorganic growth, R&D allocation, M&A, and significant capital decisions .
Nominating & Corporate Governance Committee: Director nominations, re‑elections, board/committee composition, governance policies, related‑party transaction review, independence assessments, director compensation advice, stock ownership guideline oversight .