Scott C. Donnelly
MedtronicAbout Scott C. Donnelly
Scott C. Donnelly (age 63) is an independent director of Medtronic plc (MDT) and has served on the Board since 2013; he is currently Chairman, President and Chief Executive Officer of Textron Inc. . As of FY2025 and following committee restructuring in August 2025, he serves on Medtronic’s Audit & Finance Committee and Operations Committee; he is designated independent under NYSE standards and is not a Medtronic employee . He previously served as Medtronic’s Lead Independent Director until March 2022, when Craig Arnold assumed the role; independent directors meet in executive session at each regular Board and committee meeting . The Board held five regular meetings and one special meeting in FY2025, and each director attended at least 75% of the total Board and relevant committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Textron Inc. | Chairman (from 2010), President & CEO (since 2009); earlier EVP & COO (2008), President & COO (2009) | 2008–Present | Public company CEO/Chair; portfolio management, operations, manufacturing, and system integration expertise |
| GE Aviation (General Electric) | President & CEO of GE Aviation | Pre-2008 (prior to joining Textron) | Led a leading commercial and military jet engine business |
| General Electric (incl. GE Healthcare) | Various management positions | 1989–2005 | Broad operating leadership; healthcare exposure via GE Healthcare |
External Roles
| Company | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Textron Inc. | Director | Public | 2009–Present | Only current public company directorship reported; “Other Current Public Boards” count: 1 |
Board Governance
- Independence and attendance: The Board determined Mr. Donnelly is independent under NYSE standards; all non-employee directors except the CEO are independent. Each director attended at least 75% of total 2025 Board and committee meetings .
- Executive sessions: Independent directors meet in executive session at each regular Board and committee meeting .
- Lead Independent Director: Craig Arnold is current Lead Independent Director, succeeding Mr. Donnelly in March 2022 .
Committee assignments (historical and current):
| As-Of Date | Committees (Membership) |
|---|---|
| FY2025 year-end (April 25, 2025) | Audit; Nominating & Corporate Governance; Science & Technology (member) |
| Post-restructure (Aug 22, 2025) | Audit & Finance (member); Operations (member) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $175,000 | Standard non-employee director retainer; no program changes in FY2025 |
| Audit Committee Member Stipend | $15,000 | Paid to non-chair Audit Committee members |
| Committee Chair/Lead Independent Director Stipends | $20,000–$40,000 | Only if holding chair/LID roles (not applicable to Donnelly in FY2025) |
| FY2025 Cash Earned (Donnelly) | $190,000 | Consistent with retainer + Audit member stipend |
Notes: Cash retainers/stipends are reduced by 25% if a director fails to attend at least 75% of total meetings; payments are mid-year and year-end .
Performance Compensation
| Component | Grant Mechanism | Value/Units | Vesting/Terms |
|---|---|---|---|
| Annual RSU Grant | Fixed-dollar RSU award each year | $175,000 grant-date fair value (rounded up to whole share) | Granted on the first day of the fiscal year; vests on 1-year anniversary; dividend equivalents credited in additional units, subject to same vesting |
| Options | Not part of director program | — | — |
Outstanding director units (as of April 25, 2025):
| Type | Units |
|---|---|
| Restricted Stock Units (RSUs) | 2,240 |
| Deferred Stock Units (DSUs) | 2,556 (legacy program; distributes upon departure) |
Other Directorships & Interlocks
| Entity | Relationship to MDT | Potential Interlock/Conflict Considerations |
|---|---|---|
| Textron Inc. (public) | Mr. Donnelly is CEO/Chair and director | No Donnelly-related related-party transactions disclosed by Medtronic; board independence affirmed. The Board’s related-party review highlights only immaterial relationships for certain other directors; Mr. Donnelly is not listed among those with reviewed immaterial relationships . |
Expertise & Qualifications
- Board skills matrix identifies Mr. Donnelly with strengths in Executive Leadership; Finance/Accounting/Strategic Transactions; Healthcare Industry; Technology & Innovation; and Global Operations, consistent with his multi-industry operating background and engineering-driven leadership profile .
- Medtronic cites his innovation, manufacturing, operations, sales/marketing, portfolio management, and system-integration expertise as key Board contributions .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial Ownership (ordinary shares) | 21,709 | As of Aug 14, 2025 |
| Shares acquirable within 60 days | 4,676 | Included in beneficial ownership per SEC rules |
| Director RSUs outstanding | 2,240 | As of April 25, 2025 |
| Director DSUs outstanding | 2,556 | Legacy program; distributes upon Board departure |
| Ownership Guidelines | 5x annual cash retainer (i.e., ≥$875,000 in stock) | Directors must retain 75% of after-tax shares until guideline met; as of May 1, 2025, all directors were in compliance except newer appointees (not including Donnelly), who are expected to progress over time |
Policies and safeguards:
- Hedging/pledging prohibitions apply to executives; the company maintains robust stock ownership/retention for directors and clawback policies for incentive/equity compensation at the executive level .
Governance Assessment
- Independence and attendance: Independent director with confirmed ≥75% attendance; participates in executive sessions; prior service as Lead Independent Director underscores Board leadership experience .
- Committees and oversight: Current membership on Audit & Finance (financial oversight, risk, compliance, cybersecurity, capital allocation) and Operations (efficiency, supply chain, margin initiatives) indicates active involvement in key control and performance levers; Board has designated him as an Audit Committee Financial Expert alongside others .
- Pay and alignment: Director pay balanced between cash and fixed-value RSUs; no FY2025 program changes; meaningful stock ownership and retention requirements; Donnelly holds RSUs/DSUs and beneficial shares, and is not among those still progressing toward guideline compliance .
- Conflicts/related party: No Donnelly-related related-party transactions disclosed; independence confirmed; no special arrangements or consulting noted; no interlocks flagged with Medtronic’s compensation committee or management .
- Shareholder signals: Company’s 2024 say-on-pay approval was 92.93%, suggesting broad support for executive pay practices and governance; the Nominating & Corporate Governance Committee oversees director compensation and ownership guidelines .
RED FLAGS: None disclosed related to Donnelly. No pledging, hedging, option repricings, or related-party dealings involving him are reported; attendance hurdles were met; director compensation structure unchanged in FY2025 and aligned with peers via fixed-value RSUs and cash retainer .