William R. Jellison
About William R. Jellison
William R. Jellison (age 67) is an independent director of Medtronic plc, appointed effective August 19, 2025. He is a retired medical technology finance executive and former Chief Financial Officer of Stryker Corporation (2013–2016), with prior senior finance roles at Dentsply International and Donnelly Corporation. On the Medtronic board, he serves on the Growth Committee and the Operations Committee; he is designated independent under NYSE standards. As a newly appointed director post-FY25, historical meeting attendance metrics do not apply to him for FY25.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stryker Corporation | Vice President, Chief Financial Officer | 2013–2016 | Senior finance leadership at a global Fortune 500 MedTech company |
| Dentsply International | Multiple leadership positions, including CFO | 15 years (dates not itemized) | Corporate finance leadership across roles |
| Donnelly Corporation | VP Finance, Treasurer, Corporate Controller | Not disclosed | Broad financial management responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Anika Therapeutics, Inc. | Director | 2024–Present | — |
| Aviant Corporation | Director | 2015–Present | Prior Chair of the Audit Committee (per proxy bio) |
| Masimo Corporation | Director | 2024–Aug 2025 | Former Chair of the Audit Committee |
| Solenis | Director | Not disclosed | — |
| Young Innovations, Inc. | Director | Not disclosed | — |
| Astor Place Holdings (Select Equity PE arm) | Senior Advisor | Not disclosed | Advisory capacity in MedTech investing |
The Medtronic nominees table lists “Other Current Public Boards” for Jellison as 2 at nomination time.
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent (affirmed by the Board under NYSE standards) |
| Medtronic Board Committees | Growth Committee (Member); Operations Committee (Member) |
| Director Since | 2025 (effective August 19, 2025) |
| Board/Committee Meetings FY25 | Board held 5 regular meetings and 1 special meeting in FY25; executive sessions of independent directors occurred at each regular Board and committee meeting |
| Attendance | Medtronic disclosed each director attended ≥75% of total meetings of the Board/committees on which they served in FY25; Jellison joined after FY25 and is not included in that measure |
| Lead Independent Director | Craig Arnold (also Chair, Nominating & Corporate Governance Committee) |
| Risk Oversight | Committee-aligned risk coverage; Quality, Audit & Finance, Compensation & Talent, Growth, Nominating & Corporate Governance, and Operations |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Cash Retainer (Non-Employee Directors) | $175,000 | Paid mid-year and year-end; reduced 25% if <75% attendance |
| Committee Chair Stipends | Audit $25,000; Comp $20,000; N&CG $20,000; Finance & Financial Risk $20,000; Quality $20,000; Science & Technology $20,000 | LID stipend $40,000; non-chair Audit members receive an additional $15,000 |
| Annual Equity (RSUs) | $175,000 grant-date value | Vests on 1-year anniversary; dividends accrue as additional units; pro-rated grants for partial-year service; reduced 25% if <75% attendance |
| Program Changes FY25 | None | No changes to non-employee director compensation in FY25 |
As Jellison was appointed August 19, 2025 (after FY25 year-end of April 25, 2025), he does not appear in the FY25 director compensation table; equity grants are made annually with pro-rata provisions for partial-year service.
Performance Compensation
Non-employee director pay at Medtronic does not include performance-conditioned incentives; director equity consists of time-based RSUs with 1-year vesting (no performance metrics).
Other Directorships & Interlocks
| Company | Sector/Notes | Potential Interlock/Conflict Considerations |
|---|---|---|
| Anika Therapeutics, Inc. (current) | Orthopedics/biologics | No related-party transaction disclosed with Medtronic; Board affirms independence |
| Aviant Corporation (current) | Materials (industrial) | No Medtronic-related transaction disclosed; Board affirms independence |
| Masimo Corporation (former; through Aug 2025) | Patient monitoring/MedTech | Former audit chair; no ongoing role at time of MDT 2025 AGM |
| Solenis; Young Innovations, Inc. (current) | Industrial chemicals; dental products | Not flagged as related parties; independence affirmed by Board |
Medtronic’s “Director Independence” review identified transactional relationships for certain directors (Arnold, Lewis, Lee, Fonseca) as immaterial; no such relationships are identified for Jellison.
Expertise & Qualifications
- Finance/accounting and strategic transactions; retired CFO (Stryker), former CFO (Dentsply); prior corporate controller/treasurer roles.
- Healthcare industry experience and executive leadership in MedTech; Board skills matrix credits Jellison with Executive Leadership, Finance/Accounting/Strategic Transactions, Healthcare Industry, and Global Operations.
- Audit leadership: prior Chair of Audit Committee at Avient and Masimo.
Equity Ownership
| Category | Amount | Date/Notes |
|---|---|---|
| Beneficially Owned Shares | 0 | As of August 14, 2025, Jellison listed with “—” (none) |
| Shares Acquirable Within 60 Days | 0 | As of August 14, 2025 |
| Outstanding RSUs/DSUs at FY25 Year-End | Not listed | Jellison not included in FY25 RSU/DSU table due to appointment post-FY25 |
| Director Ownership Guidelines | 5x annual Board retainer; must retain 75% of after-tax shares until guideline met; directors in compliance as of May 1, 2025, with newer directors expected to progress over time | Policy applies; compliance snapshot predates Jellison’s appointment |
Governance Assessment
- Board fit and effectiveness: Jellison’s finance pedigree (CFO at Stryker; Dentsply CFO) and prior audit chair roles align with Medtronic’s new Growth and Operations committees, signaling focus on portfolio and margin-improvement oversight.
- Independence and conflicts: Board affirmatively determined independence; no Jellison-related party transactions disclosed; governance policies require N&CG Committee review/approval of any related-party transactions.
- Alignment and incentives: Non-employee director pay is balanced between cash ($175K) and equity ($175K RSUs; 1-year vest), with ownership guideline of 5x retainer and 75% retention until met. Early tenure (0 shares as of Aug 14, 2025) is typical for a new appointee and should trend toward compliance with guidelines over time.
- Shareholder-sensitivity signals: Strong 2024 Say-on-Pay support (92.93%) and use of an independent compensation consultant (Semler Brossy). Medtronic discloses a clawback policy, ownership/holding requirements, and prohibition on hedging/pledging for executives; directors are subject to a separate Code of Business Conduct and Securities Trading Policy.
- RED FLAGS: None specific to Jellison identified in FY25 disclosures. Watch items include initial lack of personal share ownership (common for new directors but relevant for alignment until guideline compliance) and any future overlap with Medtronic markets from external roles; Board’s independence review did not flag Jellison.
Supporting context on Medtronic’s governance: Lead Independent Director oversight and executive sessions at every regular meeting; committee-based risk oversight; robust director compensation disclosure and stock ownership/retention policy.
Company-level investor sentiment indicator: Say-on-Pay approval of 92.93% in 2024; the Compensation & Talent Committee engages in shareholder outreach and uses an independent consultant (Semler Brossy).