Lidia L. Fonseca
Director at MDT
Board
About Lidia L. Fonseca
Lidia L. Fonseca (age 56) is an independent director of Medtronic (MDT) since 2022. She serves as Executive Vice President and Chief Digital and Technology Officer at Pfizer, responsible for enterprise digital, data and technology strategy and related functions, and previously held CIO roles at Quest Diagnostics (2014–2018) and LabCorp (2008–2013) . She is described as a technology and transformation leader with AI/advanced analytics expertise and innovation credentials, with recent recognition including the 2023 National CIO of the Year ORBIE Award and inclusion on Forbes’ 2022 CIO Next list .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quest Diagnostics | Senior Vice President & Chief Information Officer | 2014–2018 | Led customer-centric product development and digital transformation; experience harnessing AI/analytics to drive value . |
| LabCorp | Senior Vice President & Chief Information Officer | 2008–2013 | Enterprise transformation and technology leadership; operations/process excellence . |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Pfizer, Inc. | EVP, Chief Digital & Technology Officer | Current | Oversees enterprise-wide digital/data/tech strategy, L&D, BPE, and Digital Health & Medicines unit . |
| Tegna, Inc. | Director (public company) | 2014–2023 | Prior public board; no current public company boards listed for Fonseca . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Fonseca is independent under NYSE standards; any relationships are transactional/immaterial (≤ the greater of $1,000,000 or 2% of the counterparty’s revenues) and did not affect independence . |
| Board/Committee attendance | Each director attended at least 75% of total Board and committee meetings in FY2025 . |
| Committee memberships (current) | Audit & Finance Committee – Member (appointed to Audit Committee May 1, 2025; later consolidated into Audit & Finance on Aug 22, 2025) . Operations Committee – Member (listed among members) . Nominating & Corporate Governance Committee – Member (committee matrix/table) . Growth Committee – Member (committee matrix/table) . |
| Committee meeting frequency (FY2025) | Board: 6; Audit: 10; Compensation & Talent: 5; Finance & Financial Risk: 5; Nominating & Corporate Governance: 4; Quality: 5; Science & Technology: 4 . |
| Governance processes | NCGC oversees director independence reviews, related-party transactions, director compensation policy, board evaluations, and governance policy updates . |
Fixed Compensation
| FY2025 Director Compensation (Fonseca) | Amount |
|---|---|
| Fees earned or paid in cash | $175,000 |
| Stock awards (RSUs; grant-date fair value) | $175,055 |
| Total | $350,055 |
| Program Elements (Non-Employee Directors) | Amount/Terms |
|---|---|
| Annual cash retainer | $175,000 |
| Audit Committee member stipend | $15,000 (non-chair members) |
| 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 |
| Lead Independent Director stipend | $40,000 |
| Annual equity grant | RSUs equal to $175,000 (rounded to nearest whole share), granted first day of fiscal year; 1-year vest; dividends accrue as additional units |
| Attendance adjustment | Retainer/RSU reduced by 25% if director attends <75% of applicable meetings in the year |
| Outstanding Units (as of Apr 25, 2025) | Amount |
|---|---|
| Restricted Stock Units (RSUs) | 2,240 |
| Deferred Stock Units (DSUs) | — (none listed) |
Notes:
- Director equity is time-based (not performance-conditioned) and vests on the one-year anniversary of grant .
- Director compensation program unchanged in FY2025; reviewed periodically by NCGC .
Performance Compensation
- No performance-conditioned director pay disclosed; equity awards are time-vested RSUs without performance metrics .
- Attendance discipline functions as a performance/engagement safeguard: 25% reduction to cash retainer and annual RSU for <75% attendance threshold .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (for Fonseca; table shows 0 “Other Current Public Boards”) . |
| Prior public company boards | Tegna, Inc. (2014–2023) . |
| Potential interlocks/conflicts | Board independence review found only immaterial transactional relationships for certain directors, including Fonseca, with no impact on independence; directors had no role in any related transactions . |
Expertise & Qualifications
- Digital transformation, AI/advanced analytics, automation/robotics, and consumer-focused product development; track record of delivering recurring top- and bottom-line value through digital initiatives .
- Awards/recognition: 2023 National CIO of the Year ORBIE; Forbes 2022 CEO Next (top 50 execs likely to lead major companies) and 2022 CIO Next .
Equity Ownership
| Beneficial Ownership (as of Aug 14, 2025) | Shares |
|---|---|
| Shares beneficially owned | 5,722 |
| “May be acquired within 60 days” (included in total) | 2,100 |
| >1% ownership threshold | No director owns >1%; directors/executive officers as a group ~0.26% of shares |
| Ownership Guidelines | Status/Terms |
|---|---|
| Director stock ownership requirement | 5× annual Board retainer; retain 75% of after-tax shares until met (and for one year post-grant after meeting) |
| Compliance status | As of May 1, 2025, all directors were in compliance with retention policy; due to tenure, Fonseca (and several newer directors) are expected to make progress toward the 5× guideline over time |
Governance Assessment
- Board effectiveness and oversight: Fonseca’s assignment to Audit & Finance (financial reporting/controls) and Operations (margin, supply chain, pricing, SG&A optimization) committees aligns her digital/analytics expertise with core oversight areas—positive for board skill mix and risk oversight .
- Independence and conflicts: Independence affirmed under NYSE standards; any Pfizer/third-party transactional relationships deemed immaterial and non-influential to board objectivity—low conflict risk given policy thresholds and recusal requirements for related-party matters .
- Engagement and alignment: Attendance safeguards (25% pay/equity reduction if <75%) and disclosure that each director met the 75% threshold in FY2025 support investor confidence in engagement .
- Pay structure: Simple, mostly time-vested RSUs plus fixed cash retainer; no options or performance metrics for directors—typical for large-cap medtech; RSU vesting and stringent ownership/retention guidelines foster alignment, though Fonseca is still building toward the 5× retainer guideline due to shorter tenure .
- Shareholder sentiment: Say-on-Pay support was 92.93% in 2024, indicating strong recent shareholder support for compensation governance—supportive backdrop for board credibility .
RED FLAGS: None material identified. Monitoring items: (i) progress toward full ownership guideline compliance given tenure ; (ii) any evolution of Medtronic–counterparty relationships tied to Fonseca’s external affiliations (currently deemed immaterial and independent) .