Thierry Piéton
Chief Financial Officer at MDT
Executive
About Thierry Piéton
Thierry Piéton, 54, is Executive Vice President and Chief Financial Officer of Medtronic, appointed effective March 3, 2025, after serving as CFO of Renault Group; his background spans PwC audit, GE Healthcare/GE (≈16 years), Nissan Europe (SVP Admin & Finance), and Renault (CFO since March 2022) . In FY25, Medtronic delivered $33.5B revenue (+3.6% reported, +4.9% organic), non-GAAP EPS $5.49 (+6%; +10% cc), and FCF $5.2B, while FY25 total shareholder return was 9.1% (3-year TSR -15%, 5-year -2%)—outcomes that directly drove incentive payouts and long-term vesting conditions . As CFO, Piéton has raised FY26 guidance and articulated margin “algorithm” drivers (pricing/COGS efficiencies, mix, tariffs), guiding FY26 EPS to $5.62–$5.66 and reiterating high single-digit EPS growth in FY27 despite ~$185M tariff headwinds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Renault Group | Chief Financial Officer | 2022–2025 | Achieved highest ever operating margins, improved FCF; executed portfolio moves and innovative partnerships, driving shareholder value . |
| Renault Group | Senior finance leadership | 2016–2022 | Portfolio management and value creation through M&A/partnerships (as cited in appointment release) . |
| Nissan Motor Co. (Europe) | SVP, Administration & Finance (Europe) | 2014–2016 | Operational finance leadership in a regulated, manufacturing context . |
| GE / GE Healthcare | Finance leadership (various) | ≈16 years | Broad finance leadership across global industrial/healthcare businesses . |
| PricewaterhouseCoopers | Auditor (early career) | — | Foundation in audit and controls . |
External Roles
- Medtronic’s appointment 8‑K and 2025 proxy do not disclose any current public company directorships for Mr. Piéton .
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | $850,000 annual rate (FY25 partial-year paid $138,517) . |
| Target Annual Bonus (MIP) | 110% of base salary (prorated for FY25 service) . |
| Long-Term Incentive (FY25 target) | $2,000,000 (50% PSUs; 30% options; 20% RSUs) . |
| New-Hire Cash | $3,000,000 paid in three equal installments at ~30 days, 1 year, 18 months post-start (clawback applies) . |
| New-Hire RSU | $2,500,000 grant value; vests 1/3 annually starting first anniversary of 3/3/2025 grant . |
| Allowance/Perqs | $24,000 annual business allowance; relocation and commuter benefits (FY25 perqs included $141,274 relocation) . |
Performance Compensation
FY25 Annual Bonus (MIP) – Design, Results, Payout
| Metric | Weight | Target/Range | Actual FY25 | Weighted Payout |
|---|---|---|---|---|
| Organic Revenue Growth YoY | 33% | Target 4.9% (range -5.5% to 10.2%) | 4.9% | 33% . |
| Non-GAAP Diluted EPS | 33% | Target $5.57 ($4.73–$6.13) | $5.53 | 32% . |
| Free Cash Flow (non-GAAP) | 33% | Target $5,750M ($4,025M–$6,900M) | $5,185M | 28% . |
| Quality Modifier (team) | Modifier | Various quality KPIs; WL trigger | 100% (all targets met; no WL) | 100% . |
| Company Funding | — | — | — | 93% of target . |
| Individual Modifier (Piéton) | — | “Too new to rate” | 100% | 100% . |
| Piéton MIP Award | — | 110% target, prorated | — | $141,975 (prorated) . |
Notes: Quality goals can only reduce payouts; financials use non-GAAP definitions with pre-set adjustments (reconciliations in Appendix A) .
Long-Term Incentives – Structure and Mr. Piéton’s FY25 Grants
| Instrument | Weight | Mr. Piéton FY25 Grant (3/3/2025) | Vesting / Terms |
|---|---|---|---|
| Performance Share Units (PSUs) | 50% | 10,605 target shares (5,303 thr; 21,210 max) under FY25–FY27 plan . | Metrics: 3-yr average organic revenue growth (50%) and 3-yr relative TSR vs S&P 500 Health Care Equip. (50%), with a downward ROIC modifier (-30% if threshold not met). Settles in shares with DEUs to extent earned . |
| Stock Options | 30% | 29,574 options @ $94.30; 10-year term . | Vest 25% annually over 4 years starting first anniversary; no repricing; grant at market-close price . |
| Time-based RSUs (Annual) | 20% | 4,242 RSUs . | Cliff vest 100% on third anniversary (3/3/2028) . |
| New-Hire RSUs | One-time | 26,512 RSUs ($2.5M) . | Vest 1/3 per year starting 3/3/2026 (years 1–3) . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 7,393 shares beneficially owned; table also indicates 7,393 acquirable within 60 days as of 8/14/2025 (SEC table definition) . |
| Outstanding Awards (4/25/2025) | RSUs unvested: 4,278 (annual) and 26,736 (new-hire); PSUs (target): 10,695; Options: 29,574 @ $94.30 expiring 3/3/2035 . |
| Ownership Guidelines | NEOs: 3x salary; retain 50% of after-tax shares until met; measured annually; all NEOs in compliance as of 8/14/2025 . |
| Hedging & Pledging | Prohibited for executives; no margin purchases or pledging allowed . |
| Clawback | Recovery policies for misconduct and for restatements under SEC/NYSE rules . |
Vesting over the next 1–3 years creates known supply windows: new-hire RSUs vest in thirds beginning 3/3/2026; options begin vesting 25% annually at the first anniversary; annual RSUs cliff vest at year 3—tempered by 50% post-tax retention until ownership guideline is met .
Employment Terms
- Start/Tenure: Effective March 3, 2025; at-will employment per letter agreement .
- Severance (non‑CoC): Under Section 16 Officer Severance Practices: 2×(salary + lesser of MIP target or forecast), 24 months health/dental, outplacement. Estimated as of 4/25/2025: $1,983,950 cash, $21,315 welfare, $2,250,091 accelerated new-hire RSU (per letter agreement), total $4,255,356 .
- Change-of-Control: Double trigger; 3×(base + Highest Annual Bonus), plus accelerated equity per plan mechanics; no excise tax gross-up (cutback if needed). Estimated as of 4/25/2025: $3,117,901 cash; $900,053 PSUs (at target); $2,610,113 RSUs; $1,973 other; total $6,630,040 .
- Restrictive Covenants: Standard confidentiality, post-employment restrictions, and inventions agreements; equity governed by standard executive award agreements .
Performance & Track Record
- CFO execution (FY26 YTD): Raised FY26 EPS guidance to $5.62–$5.66; guided Q3 EPS $1.32–$1.34 and detailed margin headwinds from tariffs ($185M FY26; $90–95M in Q3) and mix (CAST/diabetes), offset by pricing and COGS efficiencies; reiterated high single-digit FY27 EPS growth and leverage on SG&A with continued R&D investment .
- Segment commentary: Cardiovascular grew 9% with PFA 75% of ablation revenue; broad-based growth across portfolios; detailed gross margin drivers (pricing +30 bps, COGS programs +40 bps; mix -80 bps; tariffs -20 bps; FX +100 bps) .
- Prior record: At Renault, led margin and FCF improvement and value creation through portfolio optimization and partnerships .
Compensation Structure Analysis
- Pay mix and leverage: 86%–93% of NEO target TDC is variable, with 72%–83% in long-term equity; MIP funded at 93% for FY25; PSU cycle FY23–FY25 paid at 73.34%—evidencing downside variability tied to revenue growth and relative TSR .
- Metric rigor: MIP focused on organic growth/EPS/FCF equally, with quality as a downward-only modifier; PSUs balance internal growth with external TSR plus a ROIC safeguard (downward-only) .
- Governance safeguards: No option repricing; no hedging/pledging; robust clawbacks; double-trigger CoC; no excise tax gross-ups; independent consultant (Semler Brossy) .
- Shareholder feedback: Say-on-Pay approval 92.93% in 2024, with ongoing investor outreach informing program design .
Equity Ownership & Selling Pressure (Vesting Schedule Snapshot)
| Award | Amount | Vesting Milestones |
|---|---|---|
| New-Hire RSU (3/3/2025) | 26,736 units | 1/3 on 3/3/2026; 1/3 on 3/3/2027; 1/3 on 3/3/2028 . |
| Annual RSU (3/3/2025) | 4,278 units | 100% on 3/3/2028 . |
| PSUs (FY25–FY27) | 10,695 target | Pays out based on FY25–FY27 performance/ROIC modifier, at certification; DEUs accrue . |
| Options (3/3/2025) | 29,574 @ $94.30 | 25% annually starting 3/3/2026; 10-year term; no repricing . |
Retention pressure is mitigated by stock ownership/retention rules (50% post-tax until 3× salary is met) and clawbacks .
Compensation & Incentives (Selected FY25 Detail)
| Item | Amount / Terms |
|---|---|
| FY25 Salary Paid | $138,517 (partial year from 3/3/2025) . |
| FY25 MIP Paid | $141,975 (prorated; 93% funding; 100% individual modifier) . |
| FY25 Stock Awards (grant-date fair value) | $4,190,625 stock awards; $600,056 options . |
Say‑on‑Pay, Peer Group & Policies
- Say‑on‑Pay: 92.93% approval at 2024 AGM .
- Peer group: 24-company comparator across Health Care, Industrials, Tech, Staples; reviewed annually .
- Policies: No hedging/pledging; clawback for misconduct and restatements; equity award grant timing controls; limited perquisites .
Investment Implications
- Alignment: High at‑risk and equity-heavy mix, PSU linkage to 3‑yr revenue and relative TSR with ROIC guardrail, and strict ownership/retention and no‑pledging policies support shareholder alignment and reduce governance risk .
- Retention: $2.5M new-hire RSU vesting through FY28 plus options and annual RSUs create multi‑year retention hooks; new-hire cash installments through ~18 months further stabilize tenure .
- Near-term selling pressure: Monitor vest dates beginning March 2026 (new‑hire RSU first tranche; options first 25%) and FY25–FY27 PSU certification timing; ownership retention requirements should temper net sales .
- Execution signal: CFO raised FY26 EPS guidance and detailed productivity/mix plans while navigating tariff headwinds and diabetes separation; compensation metrics (growth/EPS/FCF) map to these levers, suggesting pay should follow performance as the algorithm materializes .