Michelle Quinn
MedtronicAbout Michelle Quinn
Executive Vice President, General Counsel and Secretary of Medtronic plc; her Form 3 indicates initial Section 16 officer status with event date July 21, 2025, and role “EVP, GC and Secretary” . Previously Acting General Counsel at Becton, Dickinson and Company (BD) in 2023; BD disclosed she was 54 years old at that time and detailed her education: JD (Villanova), BA (Colgate) . Company performance context: FY25 revenue $33.5B (+3.6% reported, +4.9% organic), GAAP diluted EPS $3.61 (+31%), non‑GAAP diluted EPS $5.49 (+6%), operating margin up 190 bps GAAP; cash from operations $7.0B (+4%), free cash flow $5.2B, with $6.3B returned to shareholders via dividends and buybacks . Medtronic also reported PSU payouts for FY23–FY25 at 73.34%, evidencing below‑target long‑term performance alignment; and indicated 3‑ and 5‑year total shareholder returns of −15% and −2%, respectively .
FY25 Company Performance
| Metric | FY25 |
|---|---|
| Revenue ($USD Billions) | $33.5 |
| Organic Revenue Growth (%) | 4.9% |
| GAAP Diluted EPS ($) | $3.61 |
| Non-GAAP Diluted EPS ($) | $5.49 |
| GAAP Operating Margin Change (bps) | +190 |
| Cash from Operations ($USD Billions) | $7.0 |
| Free Cash Flow ($USD Billions) | $5.2 |
| Capital Returned ($USD Billions) | $6.3 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BD (Becton, Dickinson and Company) | Acting General Counsel; previously SVP, Deputy GC & Chief Ethics and Compliance Officer | Acting GC effective Feb 3, 2023; joined BD in 2019 | Led Law Group and elevated legal, ethics & compliance; member of BD Executive Leadership Team |
| Sandoz (Novartis division) | VP & General Counsel, North America | Not disclosed | Legal leadership for generics and biosimilars in NA markets |
| Catalent Pharma Solutions | VP & Associate General Counsel | Not disclosed | Supported contract development/manufacturing legal operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Villanova University | Juris Doctor | Not disclosed | Legal education credential |
| Colgate University | BA, Political Science | Not disclosed | Undergraduate education |
Fixed Compensation
Medtronic’s executive program design (applies to senior management; individual Quinn amounts not disclosed):
- Base Salary: Fixed; calibrated to market range vs. comparison group .
- Benefits/Perquisites: Broad-based employee plans; limited perquisites; business allowance policy exists for NEOs (e.g., $24k for U.S.-based NEOs), with committee oversight; no special healthcare coverage for NEOs .
| Component | Design | Purpose |
|---|---|---|
| Base Salary | Fixed; market-calibrated to peer ranges | Compensates core duties; reflects experience/performance |
| Benefits/Perquisites | Market-competitive; broad-based employee plans; limited perqs | Tax planning via nonqualified deferral; standard benefits |
Performance Compensation
Medtronic emphasizes pay-for-performance via annual MIP and long-term PSU/options/RSU mix; at least 75% of target TDC for NEOs is contingent on performance .
Annual MIP Design (FY25)
| Measure | Weight | Performance Minimum | Target | Maximum | Actual Result | Weighted Payout |
|---|---|---|---|---|---|---|
| Organic Revenue Growth YoY | 33% | −5.5% | 4.9% | 10.2% | 4.9% | 33% |
| Non-GAAP Diluted EPS | 33% | $4.73 | $5.57 | $6.13 | $5.53 | 32% |
| Free Cash Flow (Non-GAAP, $MM) | 33% | $4,025 | $5,750 | $6,900 | $5,185 | 28% |
| Total Payout vs Target | — | — | — | — | — | 93% |
• Quality operates as a standalone downward modifier on senior executives’ team scorecard (can reduce payout); MIP pool and individual payouts capped to mitigate risk .
PSU Plan and Results (FY23–FY25 performance period)
| Element | Weight | Target | Actual Result | Payout Level | Weighted Payout |
|---|---|---|---|---|---|
| 3‑Year Average Organic Revenue Growth | 50% | 5.00% | 4.07% | 90.67% | 45.34% |
| Relative TSR vs S&P 500 Health Care Equipment Index | 50% | 50th percentile | 28th percentile | 56.00% | 28.00% |
| ROIC Modifier | Downward only | Threshold required | No modification applied | — | — |
| Total PSU Payout | — | — | — | — | 73.34% |
Long-Term Incentive Vehicles (Structure and Vesting)
| Vehicle | Weight of LTIP | Vesting | Performance Link |
|---|---|---|---|
| Stock Options | 30% of LTIP | 25% annually over 4 years; 10-year term; strike = grant close price | Value only if market price > exercise price |
| Time-Based RSUs | 20% of LTIP | 100% cliff vest at 3rd anniversary | Retention and ownership alignment |
| PSUs | 50% of LTIP | Earned over 3 years; payout 0–200% each metric | 3‑yr revenue growth and relative TSR; ROIC downward modifier |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial Beneficial Ownership (Form 3) | Ordinary Shares: 0; filed July 28, 2025; event date July 21, 2025; role “EVP, GC and Secretary” |
| Stock Ownership Guidelines | CEO: 6× salary; other NEOs: 3× salary; executives subject to retention (CEO 75% of after-tax shares until met; other NEOs 50%); compliance measured annually; no hedging/pledging allowed |
| Clawback Policies | Misconduct-based clawback for improper gains; SEC Rule 10D-1 restatement recovery policy adopted |
| Insider Trading Policy | Global Insider Trading Policy on file (Exhibit 19 to FY25 10-K reference); governs insider transactions |
Notes:
- As a Section 16 officer and Senior Management, Quinn is monitored for stock ownership guideline compliance; specific multiple for non‑NEO Senior Management not separately disclosed .
- Hedging and pledging of company stock prohibited for executives .
Employment Terms
| Term | Medtronic Policy |
|---|---|
| Severance & COC | Double‑trigger COC benefits; compensation designed to protect earned awards and ensure fair treatment; no excise tax gross‑ups; plan generally prohibits single‑trigger vesting unless awards are not assumed |
| Restrictive Covenants | Standard agreement includes non‑competition, confidentiality, and non‑solicit provisions; at‑will employment attestation |
| Governance Oversight | Compensation & Talent Committee reviews Senior Management compensation, stock ownership compliance, clawback administration, and risk assessment |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 92.93%; committee concluded shareholders generally support compensation philosophy; ongoing engagement with institutional investors .
Risk Indicators & Red Flags
- PSU payout below target (73.34%) reflects performance discipline; mitigates pay inflation risk .
- Hedging/pledging prohibited; clawbacks in place; capped incentive payouts; multiple performance metrics reduce short‑term risk taking .
- 3‑ and 5‑year total return negative (−15% and −2%), highlighting long‑term TSR headwinds that impact realizable pay and PSU outcomes .
Investment Implications
- Alignment: Quinn’s compensation structure as Senior Management will be governed by Medtronic’s performance‑weighted MIP/PSU frameworks and strict ownership/retention and no‑hedging policies—supportive of pay‑for‑performance and shareholder alignment .
- Retention & Selling Pressure: Initial Form 3 shows zero holdings at appointment; future RSU/PSU vesting plus retention requirements should limit discretionary selling, reducing insider‑selling pressure dynamics as she builds required ownership over time .
- Governance & Risk: Double‑trigger COC, clawbacks, and multi‑metric incentives lower governance risk; however, company TSR headwinds and below‑target PSU payouts indicate execution risks that could constrain long‑term realizable comp and signal continued focus on durable growth and ROIC .