Joon S. Lee, M.D.
Director at MDT
Board
About Joon S. Lee, M.D.
Joon S. Lee, M.D. (age 63) is an independent director of Medtronic plc, appointed effective June 18, 2025; he serves on the Compensation and Talent Committee and the Quality Committee and was briefly on the Science and Technology Committee prior to its dissolution in August 2025 . Dr. Lee is Chief Executive Officer of Emory Healthcare and a practicing interventional cardiologist with prior 27-year leadership at UPMC; he holds a BA from Dartmouth, an MD from Duke, and completed residency and cardiology training (including chief resident) at Massachusetts General Hospital . The Board affirmatively determined him to be independent under NYSE standards; committee independence requirements are met, and the Board held executive sessions of independent directors at each regular meeting in FY25 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Pittsburgh Medical Center (UPMC) | Executive Vice President and President, UPMC Physician Services; interventional cardiologist and clinical researcher | 27-year career (dates not specified) | Led physician services; pioneering work in cardiology including stem cell therapy and advanced catheter-based treatments like TAVR |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Emory Healthcare | Chief Executive Officer | Since July 2023 | Academic health system comprising 121 hospitals, ~250 provider locations, 26,000+ staff and physicians; focus on technology/data to improve patient/provider experience and equitable care |
| Other public company boards | — | — | None |
Board Governance
- Committee assignments: Compensation and Talent Committee member; Quality Committee member; previously on Science & Technology Committee before dissolution on Aug 22, 2025 .
- Independence: Determined independent; Board reviewed immaterial transactional relationships (e.g., with entities employing directors) and found they do not impair independence (relationships below the greater of $1,000,000 or 2% of the counterparty’s revenues; no director participated in negotiations) .
- Attendance and engagement: Each director attended at least 75% of total Board and committee meetings in FY25; all directors nominated for election attended the last AGM, except Dr. Lee (appointed June 18, 2025) and two directors appointed Aug 19, 2025 .
- Executive sessions: Independent directors meet in executive session at each regular Board and committee meeting .
| Body/Committee | FY25 Meetings |
|---|---|
| Board | 6 (5 regular, 1 special) |
| Audit (pre-Aug consolidation) | 10 |
| Compensation & Talent | 5 |
| Finance & Financial Risk (pre-Aug consolidation) | 5 |
| Nominating & Corporate Governance | 4 |
| Quality | 5 |
| Science & Technology (dissolved Aug 22, 2025) | 4 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $175,000 | Paid semiannually; reduced by 25% if attendance <75% of applicable meetings |
| Committee chair stipends | Audit $25,000; Compensation $20,000; Nominating & Corporate Governance $20,000; Finance & Financial Risk $20,000; Quality $20,000; Science & Technology $20,000 | For chair roles (Dr. Lee is not a chair) |
| Lead Independent Director stipend | $40,000 | For designated Lead Independent Director |
| Audit Committee member stipend | $15,000 | For non-chair Audit members (not applicable to Dr. Lee) |
Performance Compensation
| Equity Component | Amount/Design | Vesting/Terms |
|---|---|---|
| Annual RSU grant (non-employee director) | Fixed dollar value of $175,000 (rounded to whole shares) | Vests on one-year anniversary; dividends credited as additional units subject to same vesting; grants are pro rata for directors serving less than the full preceding fiscal year; reduced by 25% if attendance <75% |
| Options/PSUs for directors | Not disclosed/used | The director program uses full-value RSUs; no performance metrics tied to director equity are disclosed |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| None | — | Dr. Lee has no other current public company directorships |
- Potential interlocks/conflicts: As CEO of Emory Healthcare (a potential Medtronic customer), any relationships with Medtronic were reviewed and deemed immaterial; aggregate payments were below materiality thresholds, transactional in nature, and Dr. Lee had no role in Medtronic’s decisions regarding such relationships . Related party transactions are governed by a formal policy administered by the Nominating & Corporate Governance Committee with approval/ratification requirements and recusal protocols .
Expertise & Qualifications
- Clinical and healthcare leadership: Senior physician executive with deep experience leading large healthcare systems; expertise in cardiology (including TAVR), stem cell therapy, and innovation deployment in care delivery .
- Governance and quality oversight: Appointed to Compensation & Talent and Quality Committees given domain expertise; committee responsibilities include executive pay oversight, stock ownership guidelines/retention compliance, clawback policy administration, and product quality/safety oversight .
Equity Ownership
| Holder | Shares Beneficially Owned (Aug 14, 2025) | Shares Acquirable Within 60 Days |
|---|---|---|
| Joon S. Lee, M.D. | — | — |
- Stock ownership guidelines (directors): Expected to own Medtronic stock equal to 5x annual Board retainer; until met, must retain 75% of after-tax shares from equity awards; as of May 1, 2025, all directors were in compliance, but due to tenure, Dr. Lee (and certain other recent appointees) are expected to make progress toward guidelines over time .
Governance Assessment
- Board effectiveness: Dr. Lee strengthens clinician/system-leader representation on the Board, aligning with Medtronic’s Mission and strategic focus on innovation, quality, and healthcare outcomes; his placement on the Quality and Compensation & Talent Committees leverages his operational and clinical insights .
- Independence and conflicts: The Board’s independence determination, immaterial transaction thresholds, and recusal policies mitigate potential conflicts from his Emory role; no material related-party transactions involving Dr. Lee are disclosed .
- Attendance and engagement: Company-wide FY25 attendance ≥75%; independent director executive sessions at every regular meeting support robust oversight; Dr. Lee’s AGM non-attendance was due to mid-year appointment timing rather than engagement concerns .
- Compensation alignment: Director pay is balanced between cash ($175,000 retainer) and equity (RSUs $175,000) with attendance-based reductions and strong stock ownership/retention requirements, promoting alignment and accountability; as a Compensation & Talent Committee member, Dr. Lee participates in oversight of executive pay that features pay-for-performance, clawbacks, double-trigger CIC vesting, and no hedging/pledging, supported by an independent consultant (Semler Brossy) .
- Shareholder confidence signals: Say-on-pay approval was 92.93% in 2024, indicating strong support for compensation governance frameworks overseen by his committee peers; the Board undertakes annual performance evaluations at Board, committee, and individual levels .