Randall J. Hogan, III
Director at MDT
Board
About Randall J. Hogan, III
Randall J. Hogan, III (age 69) has served on Medtronic’s Board since 2015. He is currently a member of the Audit and Finance Committee and the Operations Committee, and the Board has determined he is independent under NYSE standards. Hogan is Chairman of Kodiak Gas Services, Inc. and previously served as CEO and Chairman of Pentair plc; he has also held senior roles at United Technologies (Carrier Transicold; Pratt & Whitney Industrial Turbines), GE, and McKinsey. He is a former Chairman/director of nVent Electric plc, past Chair of the Federal Reserve Bank of Minneapolis, and a former director of Covidien plc and Pentair plc, with industry recognitions including Minnesota Business Hall of Fame and EY Entrepreneur of the Year Lifetime Achievement Award .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pentair plc | Chief Executive Officer; Chairman; President; COO; EVP & President, Electrical & Electronic Enclosures Group | CEO 2001–2018; Chairman since 2002 | Led public company operations and governance; broad operational/financial oversight |
| United Technologies Corporation | President, Carrier Transicold Division | Prior to Pentair (dates not specified) | Led business operations in HVAC segment |
| Pratt & Whitney Industrial Turbines | Vice President & General Manager | Prior to Pentair (dates not specified) | Managed industrial turbines unit |
| General Electric Company | Various executive positions | Prior to Pentair (dates not specified) | Marketing, product management, business development |
| McKinsey & Company | Executive positions | Prior to Pentair (dates not specified) | Strategy/BD experience |
| Federal Reserve Bank of Minneapolis | Board Chair (past) | Not specified | Monetary policy/financial oversight experience |
| Covidien plc | Former director; Chair of Audit Committee (past) | Not specified | Audit leadership, financial reporting oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kodiak Gas Services, Inc. | Chairman; Director; Personnel and Compensation Committee member | 2023–Present | Governance/comp oversight; energy services industry exposure |
| nVent Electric plc | Former Chairman and director | 2018–2024 | Industrial/electrical segment leadership |
Board Governance
- Committee assignments: Audit & Finance Committee member; Operations Committee member .
- Audit & Finance Committee chair: Gregory P. Lewis; members include Scott C. Donnelly, Randall J. Hogan III, Lidia L. Fonseca; all members meet NYSE/SEC audit independence; Lewis, Donnelly, and Hogan are “audit committee financial experts” under SEC rules .
- Operations Committee: chaired by CEO Geoffrey S. Martha; members include Donnelly, Fonseca, Hogan, Jellison; mandate is efficiency initiatives and margin improvement .
- Independence: Board affirmed Hogan and all non-management directors are independent; Board reviewed transactional/third-party relationships and found none material to independence .
- Attendance: Each director attended 75% or more of Board/committee meetings in FY2025; directors customarily attend the AGM, and all nominees did so except newly appointed Dr. Lee, and Messrs. Groetelaars and Jellison (appointed mid-year) .
- Board/committee structure changes: On Aug 19, 2025 the Board created Growth and Operations Committees; on Aug 22, 2025 it dissolved the Science & Technology Committee and consolidated Audit and Finance into the Audit & Finance Committee .
- Meeting cadence FY2025: Board held 5 regular and 1 special meeting; committee meeting counts in FY2025 included Audit (10), Compensation & Talent (5), Finance & Financial Risk (5), Nominating & Corporate Governance (4), Quality (5), Science & Technology (4) .
- Evaluations and executive sessions: Annual self-evaluations of Board/committees/directors; Lead Independent Director meets individually with each director; Audit Committee meets privately with management, internal auditors and external auditors; Quality Committee holds executive sessions with Chief Quality Officer and Chief Science, Medical & Regulatory Officer .
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $175,000 | Paid semi-annually; reduced 25% if attendance <75% |
| Audit Committee member stipend | $15,000 | Paid to non-chair members |
| Committee chair stipends | $20,000–$25,000 | Not applicable to Hogan (not a chair) |
| Lead Independent Director stipend | $40,000 | Not applicable to Hogan |
| Fees earned or paid in cash (Hogan) | $210,000 | FY2025 director compensation table |
Performance Compensation
| Equity Element | FY2025 Grant Value | Units/Status | Vesting and Features |
|---|---|---|---|
| Annual RSU grant (directors) | $175,000 (fixed-dollar grant) | Hogan stock award fair value: $175,055 ; outstanding RSUs as of Apr 25, 2025: 2,240 | RSUs vest on the one-year anniversary of grant date; dividends credited as additional units, subject to same vesting/forfeiture terms |
- Directors receive full-value RSUs; no stock options are shown in director compensation; RSUs are granted pro rata for partial-year service and reduced 25% if attendance <75% .
Director Compensation Summary (FY2025)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $210,000 |
| Stock Awards (grant-date fair value) | $175,055 |
| Total | $385,055 |
Other Directorships & Interlocks
| Company | Sector Exposure | Role | Committee Roles | Overlap/Interlock Considerations |
|---|---|---|---|---|
| Kodiak Gas Services, Inc. | Energy services (natural gas compression) | Chairman; Director | Personnel & Compensation Committee member | No Medtronic-related transactional conflicts disclosed by Board in independence review |
| nVent Electric plc | Electrical/industrial | Former Chairman and director (2018–2024) | — | Historical role; no current interlock |
Expertise & Qualifications
- Public company leadership: CEO/Chairman experience at Pentair; Chairman roles at nVent and Kodiak; Audit Chair experience at Covidien .
- Financial oversight: Designated “audit committee financial expert” per SEC rules on Medtronic’s Audit & Finance Committee .
- Operations and portfolio management: Extensive operational roles across industrials; aligns with Operations Committee mandate .
- Governance process: Participation in committees composed of independent directors; Medtronic uses independent compensation consultant (Semler Brossy) for risk assessment framework .
Equity Ownership
| Ownership Metric | Hogan | Source/Notes |
|---|---|---|
| Beneficially owned shares | 47,048 | Includes shares acquirable within 60 days |
| Shares acquirable within 60 days | 2,100 | Included in above total |
| Outstanding RSUs (as of Apr 25, 2025) | 2,240 | Deferred stock units balance: none listed for Hogan |
| Ownership guidelines (directors) | 5× annual retainer; retain 75% of after-tax shares until met | Alignment policy and retention requirement |
| Shares outstanding (record date Aug 22, 2025) | 1,282,616,011 | 8-K Item 5.07 record date |
| Ownership as % of outstanding | ~0.0037% | Calculated from 47,048 / 1,282,616,011 using cited figures |
Note: Medtronic states no director or executive officer beneficially owns more than 1% of shares; directors and executive officers as a group own ~0.26% .
Governance Assessment
- Board effectiveness and independence: Hogan strengthens financial oversight as an SEC-defined audit committee financial expert; independence affirmed after Board review of transactional and third-party relationships .
- Attendance and engagement: Meets Medtronic’s attendance expectations (≥75%); director equity grants are reduced 25% if attendance falls below threshold, reinforcing engagement; AGM attendance standard upheld (Hogan not among exceptions) .
- Compensation alignment: Balanced cash/equity structure for non-employee directors; fixed-dollar RSU grants with one-year vesting and ownership/retention guidelines support shareholder alignment; clawback policies apply to improper gains .
- Committee structure and focus: Participation in Audit & Finance (financial reporting integrity, capital allocation oversight, risk management, ethics/compliance) and Operations (efficiency and margin improvement) matches his operational and financial background .
- Shareholder signals: 2025 AGM voting showed strong support for director nominees and say-on-pay (e.g., Hogan FOR votes 974,218,474; Say-on-Pay FOR 925,151,188), indicating broad investor confidence in governance and compensation practices .
RED FLAGS and Risk Indicators
- Related-party transactions: Board’s independence review found only immaterial transactional relationships at certain directors and no material conflicts; no specific related-party concerns identified for Hogan .
- Hedging/pledging: Not disclosed in extracted sections; stock ownership and retention guidelines are stringent (5× retainer; 75% retention) .
- Options repricing/guaranteed pay: Director program uses RSUs; no options or repricing for directors; equity grants are attendance- and service-based .
- Committee changes: Structural changes (creation of Growth/Operations; consolidation of Audit & Finance) increase CEO-chaired committees but keep Audit & Finance fully independent; Hogan’s audit expertise mitigates risk in financial oversight .
Compensation Committee Analysis (Context)
- Compensation & Talent Committee (independent): chaired by Dr. Elizabeth Nabel; members include Joon S. Lee, Kevin E. Lofton, Kendall J. Powell; independent consultant Semler Brossy used for compensation risk framework .
- Governance practices: Annual Board/committee/director evaluations; Lead Independent Director conducts one-on-one feedback; committee charters and governance materials published .
Say-on-Pay & Shareholder Feedback (Context)
| Item (AGM Oct 16, 2025) | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Hogan director election | 974,218,474 | 16,327,778 | 1,044,777 | 117,607,292 |
| Say-on-Pay (NEO comp) | 925,151,188 | 64,820,280 | 1,619,561 | 117,607,292 |
High support levels suggest investor comfort with Board composition and compensation practices.
Medtronic governance references: committee membership roster and meeting counts; independence determinations; director compensation schedule and FY2025 compensation; RSU policies; beneficial ownership—all from the 2025 Proxy Statement . AGM voting outcomes and shares outstanding from the Oct 21, 2025 Form 8-K .