Kendall J. Powell
Director at MDT
Board
About Kendall J. Powell
Retired Chairman and Chief Executive Officer of General Mills; age 70; Medtronic director since 2007; classified as independent under NYSE standards. Current board committee memberships: Compensation and Talent Committee and Quality Committee; previously served on the Finance and Financial Risk Committee during FY2025 before committees were restructured into Audit & Finance. Skills matrix indicates executive leadership, finance/strategic transactions, global operations, and consumer marketing/brand management expertise. Attendance met Medtronic’s threshold (all directors ≥75% of meetings in FY2025); independent directors hold executive sessions at each regular meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Mills, Inc. | Chairman | 2008–2017 | Led company during rapid change; extensive governance experience cited. |
| General Mills, Inc. | Chief Executive Officer | 2007–2017 | Executive decision-making; direct-to-consumer expertise highlighted. |
| General Mills, Inc. | President & COO | 2006–2007 | Senior operating leadership in U.S. and internationally. |
| General Mills, Inc. | EVP & COO, U.S. Retail | 2005–2006 | Operated U.S. retail segment. |
| General Mills, Inc. | Executive Vice President | 2004–2005 | Senior corporate leadership. |
| Cereal Partners Worldwide (JV of General Mills & Nestlé) | Chief Executive Officer | 1999–2004 | Led global cereal JV; international operating experience. |
| General Mills, Inc. | Various roles | 1979 onward | Career progression through senior roles. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Minnesota | Past Chair, Board of Regents | Not disclosed | Higher-education governance leadership. |
| Federal Reserve Bank of Minneapolis | Past Chair of the Board | Not disclosed | Public-policy and oversight experience. |
Board Governance
- Independence: Board determined Powell is independent under NYSE standards.
- Committee assignments (current): Compensation and Talent Committee (member); Quality Committee (member).
- Committee assignments (FY2025 pre-restructure): Compensation and Talent; Finance and Financial Risk; Quality.
- Meeting cadence FY2025: Board held 5 regular and 1 special meeting; committees met as follows—Audit (10), Compensation and Talent (5), Finance and Financial Risk (5), Nominating & Corporate Governance (4), Quality (5), Science & Technology (4). All directors attended ≥75% of their meetings.
- Lead Independent Director structure: Lead Independent Director presides over executive sessions and key governance processes.
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $175,000 | Standard non-employee director retainer. |
| Committee chair/member stipends | $0 | No chair roles; Audit member stipend ($15,000) applies only to Audit committee members. |
| Annual stock award (RSUs) – grant date fair value | $175,055 | RSUs granted on first day of fiscal year; vests on one-year anniversary; dividends credited as additional units subject to same vesting. |
| Total FY2025 director compensation | $350,055 | Fees + RSU grant value. |
Additional program features for directors:
- Attendance adjustment: Cash retainer and RSU grant reduced by 25% if attendance <75%; Powell’s disclosed compensation aligns with full retainer and grant.
- Stock ownership guidelines: Directors to own ≥5x annual retainer; retain 75% of after-tax shares until guidelines met and for one year post-grant thereafter; as of May 1, 2025, all directors were in compliance (newer directors progressing over time).
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Annual bonus | Not applicable | Non-employee directors do not receive annual cash bonuses. |
| Performance share units (PSUs) | Not applicable | Board compensation uses time-based RSUs; no PSU program for directors disclosed. |
| Options | Not applicable | No option awards disclosed for directors. |
| Performance metrics | Not applicable | Executive incentive metrics described for NEOs; not applied to directors. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None. |
| Prior public company boards | General Mills (Director during 2008–2017 while serving as CEO/Chairman). |
| Notable non-profit/public-policy boards | University of Minnesota Board of Regents (past chair); Federal Reserve Bank of Minneapolis (past chair). |
| Interlocks/overlaps with competitors, suppliers, customers | None disclosed. |
Expertise & Qualifications
- Executive leadership of a Fortune 500 company; finance/strategic transactions; global operations; consumer marketing/brand management (skills matrix indications).
- Governance and oversight experience via roles at University of Minnesota and Minneapolis Fed.
Equity Ownership
| Holding Type (as of Aug 14, 2025) | Amount | Notes |
|---|---|---|
| Beneficial ownership – ordinary shares | 48,842 | Includes shares deemed beneficially owned. |
| Shares that may be acquired within 60 days | 27,526 | Rights to acquire within 60 days. |
| Restricted Stock Units (outstanding) | 2,240 | As of April 25, 2025. |
| Deferred Stock Units (outstanding) | 25,227 | Legacy DSUs (pre-2015 program); distributed upon board departure per plan terms. |
| Ownership guideline compliance | In compliance | All directors in compliance as of May 1, 2025. |
Pledging/hedging and insider trading:
- Medtronic maintains a Global Insider Trading Policy applicable to directors; no hedging/pledging permitted for executives (policy list), with clawback provisions for improperly awarded compensation.
Governance Assessment
- Committee effectiveness: Powell sits on Compensation and Talent and Quality—two committees central to pay governance and product safety/quality oversight; both are composed of independent directors, with defined responsibilities for incentive oversight, clawbacks, pay equity, and quality risk management. This positioning supports board effectiveness in investor-sensitive areas.
- Independence and attendance: Board determined independence; all directors ≥75% attendance; independent directors meet in executive session each regular meeting—positive signals for governance quality and oversight rigor.
- Ownership alignment: Complies with stringent director stock ownership and retention guidelines (≥5x retainer; 75% after-tax share retention); holds RSUs and legacy DSUs; beneficial ownership disclosed—alignment with shareholder interests.
- Compensation structure: Straightforward director pay (cash retainer + time-based RSUs); no meeting fees or bonuses; attendance-linked reductions promote accountability—no apparent pay anomalies.
- Related-party exposure (RED FLAG – mitigated): Daughter employed by Medtronic (compensation ~$213,873 in FY2025); Powell had no involvement in her hiring, assessment, or compensation decisions; transactions are reviewed under Related Party policies—monitoring is warranted but mitigation is documented.
- Shareholder signals: Strong say-on-pay approval (92.93% in 2024) indicates broad investor support for executive compensation governance; committee uses independent consultant (Semler Brossy) and applies best-practice features (double-trigger change-in-control, clawbacks, stock ownership/holding requirements).
Overall, Powell’s profile reflects experienced Fortune 500 leadership with governance-relevant committee work (Compensation and Talent; Quality), clear independence, and solid alignment via ownership guidelines. The only noted risk indicator is the immediate-family employment relationship, which is disclosed and subject to Medtronic’s related-party oversight; investor attention should track any changes in scope or seniority of that role.