MEDTRONIC PLC (MDT)
Sector: Health Care
2026 Annual Meeting Analysis
MEDTRONIC PLC · Meeting: October 15, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Long-tenured director (since 2015) with strong executive leadership credentials; MDT's 3-year return of +19.8% trails the peer group median by only 14.3pp, well below the 35pp threshold required to trigger an AGAINST vote, and no overboarding, attendance, or independence concerns apply.
Director since 2013 with relevant industrial and financial expertise; TSR underperformance versus peers is 14.3pp over three years, far below the 35pp trigger threshold, and no other policy flags apply.
Director since 2022 with digital technology and healthcare expertise; TSR gap versus peers does not meet the trigger threshold, no independence or attendance concerns exist, and she holds zero outside public company board seats.
Joined the board in August 2025, well within the 24-month new-director exemption window, so the TSR trigger does not apply; brings deep medical device industry experience.
Director since 2015 with extensive CEO and operational experience; the 3-year relative TSR gap of 14.3pp versus the peer group median is far below the 35pp threshold, and no other policy concerns apply.
Joined the board in August 2025, within the 24-month new-director exemption; brings medical device CFO experience from Stryker Corporation and currently holds two outside public board seats, which is within the non-executive director limit of three.
Joined the board in June 2025, within the 24-month new-director exemption window; brings highly relevant healthcare system leadership and clinical cardiology expertise.
Director since 2023, within the proportional assessment window; TSR underperformance vs. peers of 14.3pp is far below the 35pp trigger threshold, and he has no outside public board seats, satisfying all independence and overboarding criteria.
Director since 2020 with extensive healthcare executive experience; the 3-year relative TSR gap does not breach the policy trigger, and he holds one outside public board seat (MiniMed), well within the limit.
CEO and director since 2019; MDT's 3-year return of +19.8% outperforms the IHI — iShares US Medical Devices ETF benchmark by +11.4pp and trails the peer group median by only 14.3pp, well below the 35pp threshold, so the TSR trigger does not apply to him as a director.
Director since 2014 with distinguished healthcare and academic medicine credentials; the 3-year TSR gap versus peer group median is 14.3pp, far below the 35pp trigger threshold, and she holds two outside public board seats, within the permitted limit.
Director since 2007 with deep CEO and consumer-industry experience; while his daughter is employed by Medtronic, she is not an executive officer, Powell had no involvement in her hiring or compensation, and the proxy discloses full details — this does not meet the familial relationship trigger; the TSR gap versus peers of 14.3pp is well below the 35pp threshold.
All twelve director nominees receive a FOR vote. Medtronic's 3-year stock return of +19.8% outperforms the IHI — iShares US Medical Devices ETF by +11.4pp and trails the company-disclosed peer group median by only 14.3 percentage points, well short of the 35pp threshold (applicable given the low-positive absolute TSR band) needed to trigger AGAINST votes. Three directors who joined in mid-2025 (Groetelaars, Jellison, Lee) are within the 24-month new-director exemption. No overboarding, independence, attendance, or financial expertise concerns were identified across the full slate.
Say on Pay
✓ FORCEO
Geoffrey S. Martha
Total Comp
$21,240,058
Prior Support
93.45%%
CEO Geoffrey Martha received total compensation of approximately $21.2 million in fiscal year 2026, which is in a reasonable range for a large-cap ($116B market cap) global medical device company with $36.4 billion in revenue, and strong shareholder support of 93.45% at the 2025 meeting signals no broad concern. The pay structure is appropriately weighted toward variable performance-based pay — the company reports 85%–93% of target total direct compensation is at-risk through annual bonuses (tied to revenue growth, non-GAAP EPS, and free cash flow) and long-term equity incentives including performance stock awards (PSUs) that use three-year organic revenue growth and relative total shareholder return versus the S&P 500 Healthcare Equipment Index, with a return-on-invested-capital modifier. The FY26 annual bonus paid out at 103% of target (reflecting strong revenue growth and free cash flow, offset by below-target EPS), and the FY24–FY26 performance stock awards paid out at 101.5% of target, both representing disciplined, near-target outcomes consistent with the company's actual financial performance and not indicative of pay inflation or a disconnect between executive rewards and shareholder experience.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
63 yrs
Audit Fees
$17,989,000
Non-Audit Fees
$4,427,000
PricewaterhouseCoopers has been Medtronic's auditor continuously since 1963 — a 63-year relationship that far exceeds the 25-year tenure threshold in the policy. Although the non-audit fee ratio is within acceptable limits (audit-related fees of $3,658,000 plus tax and other fees of $769,000 total $4,427,000, representing approximately 25% of the $17,989,000 audit fee, which is below the 50% trigger), the extremely long auditor tenure raises serious concerns about independence and whether the auditor can bring genuine professional skepticism to its review of management's accounting decisions. The proxy does note periodic lead partner rotation and active Audit Committee oversight, but these measures do not overcome a 63-year continuous engagement, which is one of the longest in the S&P 500 and far beyond the policy's threshold for automatic scrutiny.
Overall Assessment
The 2026 Medtronic annual meeting presents a largely clean ballot: all twelve director nominees receive FOR votes as the company's 3-year stock return outperforms the IHI — iShares US Medical Devices ETF benchmark and falls within acceptable bounds versus the peer group, and the Say on Pay proposal receives a FOR based on a well-structured, performance-linked compensation program with strong prior shareholder support of 93.45%. The single AGAINST vote is on auditor ratification, driven solely by PricewaterhouseCoopers' 63-year continuous engagement with Medtronic — one of the longest auditor tenures in the S&P 500 — which triggers the policy's 25-year tenure threshold, notwithstanding an otherwise acceptable fee structure.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing