Kevin E. Lofton
About Kevin E. Lofton
Kevin E. Lofton (age 70) is an independent director of Medtronic plc, serving since 2020. He is the retired CEO of CommonSpirit Health (2019–2020) and previously CEO of Catholic Health Initiatives (2003–2019), with over 40 years of executive experience in hospital administration. At Medtronic, he chairs the Quality Committee and serves on the Compensation and Talent Committee, bringing deep healthcare delivery and quality oversight expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CommonSpirit Health | Chief Executive Officer | Feb 2019 – Jun 2020 | Led post-merger integration across a major US health system |
| Catholic Health Initiatives | Chief Executive Officer | 2003 – 2019 | Long-tenured CEO; navigated evolving regulatory/commercial dynamics |
| UAB Hospital | Executive Director & CEO | 1993 – 1998 | Executive leadership of academic medical center |
| Howard University Hospital | Executive Director & CEO | 1990 – 1993 | Executive leadership in academic health setting |
| University Medical Center – Florida | EVP & COO | 1986 – 1990 | Operations leadership of hospital system |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Howard University | Board Member | Not disclosed | Governance in higher ed and academic medicine |
| Georgia State University Foundation | Board Chair | Not disclosed | Philanthropy, fiduciary oversight |
| American Hospital Association (AHA) | Board Chair (2007); Founding Chair – Equity of Care & Institute for Diversity and Health Equity | 2007; ongoing impact | National governance leadership; diversity & equity initiatives; AHA Distinguished Service Award (2022) |
Board Governance
- Committee assignments: Chair, Quality Committee; Member, Compensation and Talent Committee .
- Independence: Board determined Lofton is independent under NYSE standards .
- Attendance: Each director attended at least 75% of total Board/committee meetings in FY25; Board held five regular meetings and one special meeting; Quality Committee met five times; Compensation and Talent met five times .
- Executive sessions: Independent directors meet in executive session at each regular Board and committee meeting .
- Lead Independent Director: Craig Arnold serves as LID, overseeing evaluations, agendas, executive sessions, and shareholder engagement .
Fixed Compensation (Director)
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $175,000 | Standard non-employee director retainer |
| Committee chair stipend (Quality) | $20,000 | Quality Committee chair stipend |
| Total fees earned (FY25) | $195,000 | Lofton’s FY25 cash fees |
| Equity grant (RSUs; grant-date fair value) | $175,055 | Annual RSU award; full-value; fixed dollar |
| Total FY25 director compensation | $370,055 | Sum of cash fees + RSU fair value |
- Program features: Additional stipends for Audit chair ($25k), Compensation/NCGC/Finance/Quality/Science & Tech chair ($20k), LID ($40k); Audit Committee members receive $15k stipend; reductions if attendance <75% .
Performance Compensation (Director)
| Instrument | Grant Value/Units | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (annual) | $175,000 (FY25 grant=$175,055) | RSUs vest on the one-year anniversary of grant; dividends credited as additional units subject to same vesting | None disclosed for director RSUs (time-based, not performance-based) |
Medtronic’s director equity is time-based RSUs; no director-specific performance metrics are tied to director compensation. Stock ownership and retention guidelines align director interests with shareholders .
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Gilead Sciences, Inc. | Director | 2009 – 2024 | No current public company boards listed; tenure ended 2024 |
No related-party transactions disclosed for Lofton; Board independence review considered transactional relationships immaterial and not impacting independence .
Expertise & Qualifications
- Nationally recognized healthcare administration leader; Life Fellow of the American College of Healthcare Executives .
- Extensive CEO experience across large health systems; governance roles in academia and national associations .
- Awards/Recognition: AHA Distinguished Service Award (2022); NAHSE Hall of Fame .
- Board skills: Health care industry, executive leadership, quality oversight; chairs Quality Committee on product safety, reliability, and cybersecurity risk .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (ordinary shares) | 8,191 | As of Aug 14, 2025 |
| Shares acquirable within 60 days | 2,100 | As of Aug 14, 2025 |
| RSUs outstanding | 2,240 | As of Apr 25, 2025 |
| Deferred stock units | 0 | As of Apr 25, 2025 |
| Ownership as % of class | <1% | No director >1%; directors/officers group ≈0.26% |
| Stock ownership guideline | 5x annual retainer; retain 75% of after-tax shares until met | Directors in compliance as of May 1, 2025; given tenure, Lofton expected to make progress toward required ownership over time |
Trading policy and alignment: Medtronic maintains a Global Insider Trading Policy; clawback and no hedging/pledging policies apply to executives; director guidelines emphasize ownership and retention .
Insider Trades (Form 4 – Kevin E. Lofton)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-04-30 | 2025-04-28 | Award (RSUs/Ordinary Shares) | 2,083 | $84.04 | 8,387 | |
| 2025-04-30 | 2025-04-29 | F (Tax withholding) | 216 | $84.60 | 8,171 | |
| 2024-05-01 | 2024-04-29 | Award (RSUs/Ordinary Shares) | 2,165 | $80.86 | 6,422 | |
| 2024-05-03 | 2024-05-01 | F (Tax withholding) | 192 | $80.89 | 6,230 |
Pattern: Routine annual RSU awards with corresponding tax-withholding transactions; no open-market purchases or sales disclosed in the period reviewed (2024–2025) .
Governance Assessment
- Committee impact: As Quality Committee Chair, Lofton oversees product quality, patient safety, and cybersecurity risk—critical areas for Medtronic’s regulatory posture and brand trust. The committee meets with quality and medical leaders in executive sessions, enhancing independent oversight .
- Independence and attendance: Affirmed independent; attendance meets policy thresholds; executive sessions at each meeting reinforce independent deliberation .
- Ownership alignment: Annual RSU grants and strict stock ownership/retention guidelines align directors with shareholders; Lofton holds RSUs and ordinary shares and is expected to progress toward the five-times retainer guideline over time per policy while being in compliance as of May 1, 2025 .
- Compensation governance: As a member of Compensation and Talent Committee, Lofton participates in oversight of executive pay, with independent consultant Semler Brossy and strong say-on-pay support (92.93% in 2024), indicating shareholder confidence in the program .
- Conflicts/related parties: No related-party transaction disclosures involving Lofton; board’s independence review found no material relationships affecting independence .
Red flags:
- None disclosed specific to Lofton (no pledging, hedging, related-party transactions, option repricing, or attendance shortfalls reported) .
Overall implication: Lofton’s deep provider-side leadership and chair role in Quality strengthen board effectiveness in risk oversight of product reliability and patient safety—key drivers of Medtronic’s operational reputation and regulatory outcomes. His independent status, consistent attendance, and equity-based compensation reinforce alignment with shareholder interests .